Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.. Exhibit B

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · • broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these methods of sale; and · • any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders shareholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus ADRs on any stock exchange, market or trading facility on which shares of our common stock the ADRs are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders shareholders may use any one or more of the following methods when disposing of selling ordinary 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 ADRs 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover settlement of short sales made created after the date that the registration statement of which this prospectus is a part is declared effective by the CommissionProspectus; · broker-dealers may agree with the selling security holders shareholders to sell a specified number of such shares ADRs at a stipulated price per shareADR; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling shareholders may also be sold sell ADRs under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders shareholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling shareholder may from time to time pledge or grant a security holders interest in some or all of the ADRs owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ADRs from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the ADRs in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus ADRs may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares ADRs purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers The selling shareholders have informed the Company that none of them have any agreement or agents that are deemed understanding, directly or indirectly, with any person to be underwriters may not sell shares offered under this prospectus unless and until we set forth distribute the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a partADRs. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incurred by the Company incident to the registration of the shares being offered under this prospectusADRs. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling shareholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-/dealer for its account; · an exchange distribution in accordance with the rules Rules of the applicable exchange; · privately negotiated transactions; · to cover settlement of short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-/dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-/dealers engaged by the selling security holders Selling Stockholders may arrange for other broker-brokers/dealers to participate in sales. Broker-/dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-/dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary . The Selling Stockholders do not expect these commissions to exceed what is customary in the extent permitted types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by applicable law. If sales them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares offered of common stock from time to time under this prospectus are made to broker-dealers as principalsprospectus, we would be required to file a post-effective or under an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of Selling Stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as Selling Stockholders under this prospectus. The selling security holders Selling Stockholders and any broker-/dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers The Selling Stockholders have informed the Company that it does not have any agreement or agents that are deemed understanding, directly or indirectly, with any person to be underwriters may not sell shares offered under this prospectus unless and until we set forth distribute the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a partCommon Stock. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. EXHIBIT A SELLING STOCKHOLDER QUESTIONNAIRE XA, Inc. 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: I acknowledge that I am a holder of securities of XA, Inc. (the “Company”). I understand that I will be named as a selling stockholder in the prospectus that forms a part of the registration statement on Form S-1 (or other applicable form) that the Company will file with the Securities and Exchange Commission to register under the Securities Act of 1933, as amended, the securities I expect to sell. The Company will use the information that I provide in this Questionnaire to ensure the accuracy of the registration statement and the prospectus. Please answer every question. If the answer to any question is “none” or “not applicable,” please so state.

Plan of Distribution. The selling security holders stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • settlement of short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholder may from time to time pledge or grant a security holders interest in some or all of the Shares or common stock or Warrant owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers The selling stockholders have informed the Company that none of them have any agreement or agents that are deemed understanding, directly or indirectly, with any person to be underwriters may not sell shares offered under this prospectus unless and until we set forth distribute the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a partcommon stock. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incurred by the Company incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersPurchaser; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities 1933 Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the 1933 Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the 1933 Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendment1933 Act amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the 1933 Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities 1934 Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities 1933 Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act0000 Xxx. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. We have advised each Selling Stockholder that it may not use shares registered on this Registration Statement to cover short sales made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the 0000 Xxx. The anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including up to $30,000 in fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · ● to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · ● broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · ● a combination of any of these methods of sale; and · ● any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.. Exhibit B Selling Stockholder Questionnaire

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each other than the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: ___________________ (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among ______________, a _____________ corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, ___________________ (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: Name: Title: Enclosures Copy: Holder

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders securityholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledge, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

Plan of Distribution. We are registering the shares of Common Stock issuable upon conversion of the convertible Preferred Shares and as dividends on the convertible Preferred Shares to permit the resale of these shares of Common Stock by the holders of the convertible Preferred Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made after we have filed a supplement to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. Exhibit D INSTRUCTION SHEET FOR PURCHASER (to be read in conjunction with the entire Purchase Agreement)

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · - an exchange distribution in accordance with the rules of the applicable exchange; · - privately negotiated transactions; · to cover - short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · - broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · - a combination of any of these such methods of sale; and · - any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all certain fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including certain fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchaserssellers; · • 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser seller of shares, from the purchaserseller) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act. Exhibit B Selling Stockholder Notice and Questionnaire The undersigned understands that Youngevity International, Inc. (the “Company”) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Resale Registration Statement”) for the registration and 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 entered into by the Company and the undersigned (the “Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or quoted in private transactions. These sales may be at fixed prevailing market prices at the time of sale, or at privately negotiated prices. The selling security holders may use any one or more of the following methods when disposing selling shares of sharesour common stock: · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling security holders may also be sold sell shares of our common stock under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion may not to accept any purchase offer or make any sale “short sell” (as defined in Rule 200 of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers Regulation SHO under the margin provisions Exchange Act) any share of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesour common stock. Broker-dealers engaged by the selling security holders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling security holder. If The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling security holders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made after we have filed a supplement to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling security holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a part. In supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act supplementing or amending the list of selling security holders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling security holders under this prospectus. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and have agreed to indemnify the selling security holders have agreed to indemnify one another against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling security holder. If we are notified by any selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling security holders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling security holders.

Plan of Distribution. The Each selling security holders stockholder of the common stock and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on the Over-the-Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The A selling security holders stockholder may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover settlement of short sales made entered into after the effective date that of the registration statement of which this prospectus is a part is declared effective by the Commissionpart; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any of these such methods of sale; and or · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”)amended, if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions but, except as set forth in a supplement to a particular broker or dealer may be this prospectus, in the case of an agency transaction not in excess of a customary commissions to brokerage commission in compliance with FINRA Rule 2440; and in the extent permitted by applicable lawcase of a principal transaction a markup or markdown in compliance with FINRA IM-2440. If In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares offered under this prospectus are made of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a partthat in turn may sell these securities. In the post-effective amendment, we would be required to disclose the names of any participating The selling stockholders may also enter into option or other transactions with broker-dealers and or other financial institutions or the compensation arrangements relating creation of one or more derivative securities which require the delivery to such salesbroker-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 security holders stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with these such sales. Commissions In such event, any commissions received by these 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 ActAct of 1933, as amended. Any Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealers or agents that dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended. Because selling stockholders may be deemed to be underwriters “underwriters” within the meaning of the Securities Act of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may not sell shares offered be sold under Rule 144 rather than under this prospectus unless and until we set forth prospectus. There is no underwriter or coordinating broker acting in connection with the names proposed sale of the underwriters resale shares by the selling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the material details requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of their underwriting arrangements in a supplement the shares have been sold pursuant to this prospectus or, 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 requiredrequired under applicable state securities laws. In addition, in a replacement prospectus included certain states, the resale shares may not be sold unless they have been registered or qualified for sale in a post-effective amendment to the applicable state or an exemption from the registration statement or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of which this prospectus is a part. The selling security holders and 1934, as amended, any other persons participating person engaged in the sale or distribution of the resale shares offered under this prospectus may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including Regulation M. These provisions M, which may restrict activities of, and limit the timing of purchases and sales of any shares of the shares by, common stock by the selling security holders stockholders or any other person. Furthermore, under Regulation M, persons engaged in We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a distribution copy of securities are prohibited from simultaneously engaging in market making and other activities with respect this prospectus to those securities for a specified period of time each purchaser at or prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability time of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection (including by compliance with this prospectus, including liabilities Rule 172 under the Securities Act.Act of 1933, as amended). Annex B

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. In connection with the sale of our common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The shares selling security holders may also be sold sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders 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 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 security holders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling security holders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a partunder Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. In The selling security holders also may transfer the post-effective amendmentshares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we would be required have filed an amendment to disclose this prospectus under Rule 424(b)(3) or other applicable provision of the names Securities Act of any participating broker-dealers and 1933 amending the compensation arrangements relating list of selling security holders to such salesinclude the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and have agreed to indemnify the selling security holders have agreed to indemnify one another against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling security holders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling security holders.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their ordinary shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which ordinary shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution transaction in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the CommissionSEC; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · sales on any national securities exchange or quotation service on which the sharesmay be listed or quoted at the time of sale; · sales in the over-the-counter market; · in transactions otherwise than on such exchanges or services or in the over-the-counter market; · through put or call option transactions, whether such options are listed on an options exchange or otherwise; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the ordinary shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities 1933 Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the 1933 Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the 1933 Act. In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Common Stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or otherwise comply with the Securities Act of 1933 to amend the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or otherwise comply with the Securities Act of 1933 to amend the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities 1933 Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities 1933 Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including $5,000 of fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the 1000 Xxx. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the 1000 Xxx. The anti-manipulation rules of Regulation M under the Securities Act.Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. Exhibit E TRANSFER AGENT INSTRUCTIONS Interwest Transfer Company, Inc. 1000 Xxxx Xxxxxx Xxxxxxxx Road Suite 100 P.X. Xxx 00000 Xxxx Xxxx Xxxx, XX 00000 Attention: Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of September 7, 2005 (the “Agreement”), by and among Sxxxx & Wesson Holding Corporation, a Nevada corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of Common Stock of the Company, par value $.001 per share (the “Common Stock”), and warrants (the “Warrants”), which are exercisable into shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Plan of Distribution. The selling security holders shareholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their ordinary shares of common stock being offered under this prospectus or interests in the ordinary shares on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders shareholders may use any one or more of the following methods when disposing of sharesthe shares or interests therein: · • 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; · • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover short sales made • through the writing or settlement of options or other hedging transactions entered into after the effective date that of the registration statement of which this prospectus is a part is declared effective by the Commissionpart, whether through an options exchange or otherwise; · • broker-dealers may agree with the selling security holders shareholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of saledisposition; and · • any other method permitted pursuant to applicable law. The shares selling shareholders may also be sold sell shares under Rule 144 or Rule 904 under the Securities Act of 1933, as amended (“amended, or Securities Act”), if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling shareholders may, which commissions from time to time, pledge or grant a security interest in some or all of the ordinary shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell ordinary shares from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as to selling shareholders under this prospectus. Upon being notified in writing by a particular selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of ordinary shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such ordinary shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in excess of customary commissions this prospectus, and (vi) other facts material to the extent permitted transaction. In addition, upon being notified in writing by a selling shareholder that a donee or pledgee intends to sell more than 500 ordinary shares, we will file a supplement to this prospectus if then required in accordance with applicable securities law. If sales The selling shareholders also may transfer the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of the ordinary shares offered under this prospectus are made to broker-dealers as principalsor interests in ordinary shares, we would be required to file a post-the selling shareholders may enter into hedging transactions after the effective amendment to date of the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating part with broker-dealers and or other financial institutions, which may in turn engage in short sales of the compensation arrangements relating to such salesordinary shares in the course of hedging the positions they assume. The selling security holders shareholders may also sell ordinary shares short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the ordinary shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part 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 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 shareholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority (FINRA) or independent broker-dealers dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling shareholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the ordinary shares. The aggregate proceeds to the selling shareholders from the sale of the ordinary shares offered by them will be the purchase price of the ordinary shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents that are deemed from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares to be underwriters may made directly or through agents. We will not sell shares offered under this prospectus unless and until we set forth the names receive any of the underwriters proceeds from this offering. We are required to pay all fees and expenses incident to the material details registration of their underwriting arrangements in a supplement the shares. We have agreed to this prospectus orindemnify the selling shareholders against certain losses, if requiredclaims, in a replacement prospectus included in a post-effective amendment damages and liabilities, including liabilities under the Securities Act or otherwise. We have agreed with the selling shareholders to keep the registration statement of which this prospectus is constitutes a part. The selling security holders and any other persons participating in part effective until the sale or distribution earlier of (a) such time as all of the shares offered under covered by this prospectus will be subject have been disposed of pursuant to applicable provisions of and in accordance with the Exchange Actregistration statement, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any (b) such time as all of the shares bycovered by this prospectus have been previously sold or transferred in accordance with Rule 144 of the Securities Act, or (c) the selling security holders date on which the ordinary shares covered by this prospectus may be sold or transferred by non-affiliates without any other personvolume or manner-of-sale restrictions and without current public information limitations pursuant to Rule 144 of the Securities Act. Furthermore, under Regulation M, persons engaged * * * The undersigned has reviewed the form of Plan of Distribution set forth above and does not have a present intention of effecting a sale in a distribution manner not described therein. _____ Agree _____ Disagree (If left blank, response will be deemed to be “Agree”.) The undersigned hereby represents that the undersigned understands, pursuant to Interpretation A.65 in the Securities and Exchange Commission, Division of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997, a specified period copy of time which is attached hereto as Exhibit 1, that the undersigned may not make any short sale of the Ordinary Shares prior to the commencement effectiveness of the Registration Statement, and further covenants to the Company that the undersigned will not engage in any short sales of such distributions, subject shares to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities be registered under the Securities ActRegistration Statement prior to its effectiveness.

Plan of Distribution. The selling security holders stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · • 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such selling stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The selling security holders stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities such selling stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each selling stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a selling stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such selling stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. ANNEX B CHINA BIOLOGIC PRODUCTS, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”), understands that the Company intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of May , 2013 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. EXHIBIT C FORM OF WARRANT NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES, SUBJECT TO THE TERMS OF THIS LEGEND AND THE SECURITIES ACT. GLOBAL ePOINT, INC. WARRANT Warrant No. [ ] Dated: June , 2005 Global ePoint, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.03 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $3.50 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the third anniversary of the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”

Plan of Distribution. The selling security holders and shareholders or any of their permitted pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders shareholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • settlement of short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · • broker-dealers may agree with the selling security holders shareholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling shareholders may also be sold under sell shares that qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loanIn effecting sales, the broker may, from time to time, offer and sell the pledged shares. Brokerbroker-dealers engaged by the selling security holders shareholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Broker-dealers may agree to sell a specified number of such shares at a stipulated price per share, which commissions as to a particular broker or dealer may be in excess of customary commissions and, to the extent permitted by applicable lawsuch broker-dealer is unable to do so acting as agent for us or a selling shareholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment. If Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of shares offered under this prospectus are made the nature described above, in the over-the-counter markets or otherwise at xxxxx and on terms then prevailing at the time of sale, at prices than related to the then-current market price or in negotiated transactions. In connection with such resales, broker-dealers may pay to or receive from the purchasers such shares commissions as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salesdescribed above. The selling shareholder may from time to time pledge or grant a security holders interest in some or all of the Shares or common stock or Warrant owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers The selling shareholders have informed the Company that none of them have any agreement or agents that are deemed understanding, directly or indirectly, with any person to be underwriters may not sell shares offered under this prospectus unless and until we set forth distribute the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a partcommon stock. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incurred by the Company incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling shareholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, assignees and or successors-in-interest in receipt of shares of Common Stock as a result of a gift, partnership distribution, or other non-sale-related transfer, may, from time to timetime and in one or more transactions, sell any or all of their offer shares of common stock being offered under this prospectus on any stock exchangefor sale pursuant to a Prospectus. Subject to compliance with applicable law, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders the Selling Stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an • on any exchange distribution in accordance with the rules of the applicable exchange, in The Nasdaq Stock Market, the Nasdaq SmallCap Market or in the Over-the-Counter market; · • privately negotiated transactions; · to cover • through the writing of options on (whether the options are listed on an options exchange or otherwise), or settlement of short sales made after of, the date that the registration statement of which this prospectus is a part is declared effective by the Commissionshares; · • broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any two or more of these methods of salemethods; and · • any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares in transactions exempt from the registration requirements of the Section 5 of the Securities Act, including under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectusa Prospectus. The selling security holders have Any of these transactions may be effected at market prices prevailing at the sole time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale or at negotiated or fixed prices, in each case as determined by the Selling Stockholders or by agreement among or between the Selling Stockholders and absolute discretion not to accept any purchase offer the underwriters, brokers, dealers, agents or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharespurchasers. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares owned by them. If they default in the performance of their secured obligations, which commissions as the pledgees or secured parties may offer and sell their shares from time to time under a Prospectus, or under a supplement to a particular Prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee or secured party as Selling Stockholders under a Prospectus. Upon the Company being notified in writing by a Selling Stockholder that .any material arrangement has been entered into with a broker-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 may dealer, a supplement to a Prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act; disclosing (i) the name of each such Selling Stockholder and of the participating broker(s)-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker(s)-dealer(s), where applicable, (v) that such broker(s)-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in excess of customary commissions a Prospectus, and (vi) other facts material to the extent permitted by applicable lawtransaction. If sales of a Selling Stockholder transfers the shares offered under this prospectus are made to broker-dealers as principals, we would be required to file covered by a post-effective amendment to Prospectus in a transaction exempt from the registration statement requirements of which this prospectus is Section 5 of the Securities Act, including under Rule 144 if available, the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of a part. In Prospectus, and a supplement to a Prospectus will be filed pursuant to Rule 424(b) under the post-effective amendment, we would be required Securities Act to disclose reflect the names of any participating broker-dealers and transferee as the compensation arrangements relating to such salesSelling Stockholder. The selling security holders Selling Stockholders and any broker-dealers broker(s)-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have Company has agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company also has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The Company has informed the Selling Stockholders that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to purchases and sales of shares by the Selling Stockholders, and that there are restrictions on market making activities by persons engaged in the distribution of the shares. The Company has also advised the Selling Stockholders that if a particular offer of shares is to be made on terms constituting a material change from the information described under a Prospectus, then to the extent required, a supplement to a Prospectus must be distributed setting forth the terms and relate information as required.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including $5,000 of fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. Exhibit E COMPANY TRANSFER AGENT INSTRUCTIONS Mellon Investor Services LLC 200 Xxxxxxxxxx Xxxxxx, 23rd. Floor San Francisco, CA 94104 Attention: Cxxxx Xxxxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of February 4, 2004 (the “Agreement”), by and among Curon Medical, Inc., a Delaware corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of Common Stock of the Company, par value $.001 per share (the “Common Stock”), and Warrants (the “Warrants”), which are exercisable into shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole stockholders may also engage in puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth regarding the names of the underwriters and the material details sale of their underwriting arrangements shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus orfor any sale of the shares of common stock, if requiredthey will be subject to the prospectus delivery requirements of the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in a replacement prospectus included some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in a post-effective amendment such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement statement, of which this prospectus is forms a part. The selling security holders stockholders and any other persons person participating in the sale or such distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including including, without limitation, Regulation M. These provisions M of the Exchange Act, which may restrict activities of, and limit the timing of purchases and sales of any of the shares by, of common stock by the selling security holders or stockholders and any other participating person. Furthermore, under Regulation M, persons M may also restrict the ability of any person engaged in a the distribution of securities are prohibited from simultaneously engaging the shares of common stock to engage in market market-making and other activities with respect to those securities for a specified period the shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptionscommon stock. All of these limitations the foregoing may affect the marketability of the sharesshares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. If any Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock offered for sale pursuant to this prospectus are transferred will be freely tradable in the hands of persons other than pursuant our affiliates. ANNEX B GeoResources, Inc. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.01 per share (the “Common Stock”), of GeoResources, Inc., a Colorado corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a sale registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under this Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June __, 2008 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such selling stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The selling security holders stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities such selling stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each selling stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a selling stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such selling stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. ANNEX B CHINA BIOLOGIC PRODUCTS, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”), understands that the Company intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of May ___, 2013 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. The selling security holders shareholder and any of their its donees, transferees, pledgees, donees, assignees and successors-in-interest maymay sell, from time to time, sell any or all of their common shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders shareholder may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resales resale by the broker-dealer for its account; · an exchange over-the-counter distribution in accordance with the rules of the applicable exchangeNasdaq Stock Market; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders shareholder to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 Under applicable rules and regulations under the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), if availableany person engaged in a distribution of the common shares covered by this prospectus may be limited in its ability to engage in market activities with respect to such shares. The selling shareholder, rather than for example, will be subject to applicable provisions of the Securities Exchange Act and the rules and regulations under it, including, without limitation, Regulation M, which provisions may restrict certain activities of the selling shareholder and limit the timing of purchases and sales of any common shares by the selling shareholder. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. The foregoing may affect the marketability of the shares offered by this prospectus. The To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the shares or otherwise, the selling security holders have shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of our common shares in the sole and absolute discretion not to accept any purchase offer or make any sale course of shares if hedging the positions they deem the purchase price to be unsatisfactory at any particular timeassume with selling shareholders. The selling security holders shareholders may also sell our securities short and redeliver the shares to close out such short positions. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction. The selling shareholder may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades. The selling shareholder may pledge their its shares to their its brokers under the margin provisions of customer agreements. If a the selling security holder shareholder defaults on a margin loan, the broker maymay offer and sell, from time to time, offer and sell the pledged shares. The selling shareholder may sell shares directly to market makers acting as principals and/or broker-dealers acting as agents for itself or its customers. Broker-dealers engaged by the selling security holders shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions commissions, concessions or discounts from the selling security holders shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders shareholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Market makers and block purchasers that purchase the shares will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares in block transactions to market makers or other purchasers at a price per share that may be below the then-current market price. We cannot make assurances that all or any of the common shares will be issued to, or sold by, the selling shareholder. In addition, any shares that qualify for sale pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be sold under Rule 144 rather than pursuant to this prospectus. The selling shareholder and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers In certain states, the applicable state securities laws will require a holder of shares desiring to sell its shares to sell its shares only through registered or agents that are deemed to be underwriters licensed brokers or dealers. In addition, in certain states the shares may not sell shares offered under this prospectus be sold unless and until we set forth they have been registered or qualified for sale in the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to applicable state or an exemption from the registration statement of which this prospectus or qualification requirement is a part. The selling security holders available and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holderscomplied with. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed are required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurshares. We and the selling security holders have agreed to indemnify one another the selling shareholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. In addition, we will make copies of this prospectus available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

Plan of Distribution. The selling security holders and shareholders or any of their permitted pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders shareholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • settlement of short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · • broker-dealers may agree with the selling security holders shareholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling shareholders may also be sold under sell shares that qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loanIn effecting sales, the broker may, from time to time, offer and sell the pledged shares. Brokerbroker-dealers engaged by the selling security holders shareholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Broker-dealers may agree to sell a specified number of such shares at a stipulated price per share, which commissions as to a particular broker or dealer may be in excess of customary commissions and, to the extent permitted by applicable lawsuch broker-dealer is unable to do so acting as agent for us or a selling shareholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment. If Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of shares offered under this prospectus are made the nature described above, in the over-the-counter markets or otherwise at xxxxx and on terms then prevailing at the time of sale, at prices than related to the then-current market price or in negotiated transactions. In connection with such resales, broker-dealers may pay to or receive from the purchasers such shares commissions as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salesdescribed above. The selling shareholder may from time to time pledge or grant a security holders interest in some or all of the Shares or common stock or Warrant owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers The selling shareholders have informed the Company that none of them have any agreement or agents that are deemed understanding, directly or indirectly, with any person to be underwriters may not sell shares offered under this prospectus unless and until we set forth distribute the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a partcommon stock. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incurred by the Company incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the selling shareholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. SCHEDULE 6(b) The Company has entered into a Registration Rights Agreement, dated August 25, 2003, with respect to the sale of convertible debentures and common share warrants.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole stockholders may also engage in puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth regarding the names of the underwriters and the material details sale of their underwriting arrangements shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus orfor any sale of the shares of common stock, if requiredthey will be subject to the prospectus delivery requirements of the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in a replacement prospectus included some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in a post-effective amendment such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement statement, of which this prospectus is forms a part. The selling security holders stockholders and any other persons person participating in the sale or such distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including including, without limitation, Regulation M. These provisions M of the Exchange Act, which may restrict activities of, and limit the timing of purchases and sales of any of the shares by, of common stock by the selling security holders or stockholders and any other participating person. Furthermore, under Regulation M, persons M may also restrict the ability of any person engaged in a the distribution of securities are prohibited from simultaneously engaging the shares of common stock to engage in market market-making and other activities with respect to those securities for a specified period the shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptionscommon stock. All of these limitations the foregoing may affect the marketability of the sharesshares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. If any Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock offered for sale pursuant to this prospectus are transferred will be freely tradable in the hands of persons other than pursuant our affiliates. ANNEX B VendingData Corporation Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of VendingData Corporation, a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a sale registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under this Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of May 3, 2007 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Securities Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: Wentworth VII, Inc. (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of September __, 2007 (the "Agreement"), by and among Wentworth VII, Inc., a Delaware corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Wentworth VII, Inc. (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: _________________________ Name: _______________ Title: ________________ Enclosures Copy: Holder

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. EXHIBIT D IRREVOCABLE TRANSFER AGENT INSTRUCTIONS American Stock Transfer & Trust Company 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 18, 2006, among SIGA Technologies, Inc., a Delaware corporation (the “Company”) and the purchasers named therein (the “Holders”) pursuant to which the Company is issuing the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Company has agreed with the Holders that it will instruct you to: (A) issue the Common Stock free of all restrictive and other legends if, at the time of such issue, (i) a registration statement covering the resale of such Common Stock has been declared and is effective by the Commission under the Securities Act, (ii) such Common Stock are eligible for sale under Rule 144(k) or (iii) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission); or (B) reissue the Common Stock (if such shares were originally issued with a restrictive legend) free of all restrictive and other legends (i) upon the effectiveness of a registration statement covering the resale of the Common Stock or (ii) following any sale of such Common Stock pursuant to Rule 144 or (iii) such Common Stock are eligible for sale under Rule 144(k) or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). In furtherance of this instruction, upon the effectiveness of the Registration Statement (as defined in the Purchase Agreement) we have instructed our counsel to deliver to you their opinion letter in the form attached hereto as Exhibit I to the effect that the Registration Statement has been declared effective by the Commission and that Common Stock are freely transferable by the Holders and accordingly may be issued (or reissued, as applicable) and delivered to the Holders free of all restrictive and other legends. You need not require further letters from us or our counsel to effect any future issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Purchase Agreement and this letter. This letter shall serve as our standing irrevocable instructions with regard to this matter. Please be advised that the Holders have relied upon this instruction letter as an inducement to enter into the Purchase Agreement. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Very truly yours, SIGA TECHNOLOGIES, INC. By: _____________________________________ Name: __________________________________ Title: ___________________________________ Exhibit I X X X X X X X X X X X X X X X X X X X & X X X X X X X LLP __________________, 2006 American Stock Transfer & Trust Company 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Re: SIGA Technologies, Inc. Dear Ladies and Gentlemen: We are counsel to SIGA Technologies, Inc., a Delaware corporation (the “Company”). We are writing to inform you that the Company’s Registration Statement on Form S-3, File No. 333-________ (the “Registration Statement”), was declared effective by the Securities and Exchange Commission at _________ on ___________ 2006. The Registration Statement registers the resale of (a) certain outstanding shares of the Company’s common stock, .0001 per value per share (the “Common Stock”), and (b) shares of Common Stock issuable upon the exercise of certain outstanding warrants to purchase shares of Common Stock. Upon (a) the sale by any stockholder listed in the first column of Schedule I attached hereto of shares of Common Stock listed in the second column of Schedule I in accordance with the section entitled “Plan of Distribution” in the then current prospectus (the “Prospectus”) forming a part of the Registration Statement (a copy of the current Prospectus is enclosed with this letter), (b) delivery of a copy of the Prospectus to the purchaser of such shares, and (c) delivery to you of a certificate in the form attached to this letter as Annex A certifying to the foregoing executed by such stockholder, you may then issue one or more certificates representing the shares of Common Stock so sold in accordance with the instructions of such stockholder without any restrictive legend. However, any certificates re-issued in the name of such stockholder representing any unsold shares must have affixed thereto any legend that appears on the certificate delivered to you for transfer. Very truly yours, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP cc: Xxxxxx Xxxxxxxx SCHEDULE I Number of Shares of Common Stock Offered Pursuant to Registration Name of Beneficial Owner Statement CERTIFICATE OF SELLING STOCKHOLDER SIGA Technologies, Inc. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 -and- American Stock Transfer and Trust Company 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 The undersigned does hereby certify that the undersigned is listed as a selling securityholder under the Registration Statement on Form S-3 (Registration No. 333-______) (the “Registration Statement”), of SIGA Technologies, Inc., a Delaware corporation (the “Company”) and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP is entitled to rely upon this Certificate in rendering an opinion to the transfer agent for the Company with respect to my sale of shares (the “Shares”) of the Company’s common stock, .0001 per value per share (“Common Stock”), covered by the Registration Statement. The undersigned does hereby further certify that:

Plan of Distribution. The Each selling security holders stockholder of the common stock and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on the Over-the-Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The A selling security holders stockholder may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover settlement of short sales made entered into after the effective date that of the registration statement of which this prospectus is a part is declared effective by the Commissionpart; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any of these such methods of sale; and or · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”)amended, if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions but, except as set forth in a supplement to a particular broker or dealer may be this prospectus, in the case of an agency transaction not in excess of a customary commissions to brokerage commission in compliance with FINRA Rule 2440; and in the extent permitted by applicable lawcase of a principal transaction a markup or markdown in compliance with FINRA IM-2440. If In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares offered under this prospectus are made of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a partthat in turn may sell these securities. In the post-effective amendment, we would be required to disclose the names of any participating The selling stockholders may also enter into option or other transactions with broker-dealers and or other financial institutions or the compensation arrangements relating creation of one or more derivative securities which require the delivery to such salesbroker-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 security holders stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with these such sales. Commissions In such event, any commissions received by these 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 ActAct of 1933, as amended. Any Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealers or agents that dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended. Because selling stockholders may be deemed to be underwriters “underwriters” within the meaning of the Securities Act of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may not sell shares offered be sold under Rule 144 rather than under this prospectus unless and until we set forth prospectus. There is no underwriter or coordinating broker acting in connection with the names proposed sale of the underwriters resale shares by the selling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the material details requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of their underwriting arrangements in a supplement the shares have been sold pursuant to this prospectus or, 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 requiredrequired under applicable state securities laws. In addition, in a replacement prospectus included certain states, the resale shares may not be sold unless they have been registered or qualified for sale in a post-effective amendment to the applicable state or an exemption from the registration statement or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of which this prospectus is a part. The selling security holders and 1934, as amended, any other persons participating person engaged in the sale or distribution of the resale shares offered under this prospectus may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including Regulation M. These provisions M, which may restrict activities of, and limit the timing of purchases and sales of any shares of the shares by, common stock by the selling security holders stockholders or any other person. Furthermore, under Regulation M, persons engaged in We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a distribution copy of securities are prohibited from simultaneously engaging in market making and other activities with respect this prospectus to those securities for a specified period of time each purchaser at or prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability time of the sharessale (including by compliance with Rule 172 under the Securities Act of 1933, as amended). If any of the shares Annex B AMERICAN STRATEGIC MINERALS CORP Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock offered (the “Registrable Securities”) of American Strategic Minerals Corp., a Nevada 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 sale pursuant to this prospectus are transferred other than pursuant to a sale the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole stockholders may also engage in puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth regarding the names of the underwriters and the material details sale of their underwriting arrangements shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus orfor any sale of the shares of common stock, if requiredthey will be subject to the prospectus delivery requirements of the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in a replacement prospectus included some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in a post-effective amendment such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement statement, of which this prospectus is forms a part. The selling security holders stockholders and any other persons person participating in the sale or such distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including including, without limitation, Regulation M. These provisions M of the Exchange Act, which may restrict activities of, and limit the timing of purchases and sales of any of the shares by, of common stock by the selling security holders or stockholders and any other participating person. Furthermore, under Regulation M, persons M may also restrict the ability of any person engaged in a the distribution of securities are prohibited from simultaneously engaging the shares of common stock to engage in market market-making and other activities with respect to those securities for a specified period the shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptionscommon stock. All of these limitations the foregoing may affect the marketability of the sharesshares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. If any Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock offered for sale pursuant to this prospectus are transferred will be freely tradable in the hands of persons other than pursuant our affiliates. ANNEX B Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.00001 per share (the “Common Stock”), of Harbin Electric, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a sale registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under this Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 24, 2008 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole stockholders may also engage in puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth regarding the names of the underwriters and the material details sale of their underwriting arrangements shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus orfor any sale of the shares of common stock, if requiredthey will be subject to the prospectus delivery requirements of the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in a replacement prospectus included some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in a post-effective amendment such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement statement, of which this prospectus is forms a part. The selling security holders stockholders and any other persons person participating in the sale or such distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including including, without limitation, Regulation M. These provisions M of the Exchange Act, which may restrict activities of, and limit the timing of purchases and sales of any of the shares by, of common stock by the selling security holders or stockholders and any other participating person. Furthermore, under Regulation M, persons M may also restrict the ability of any person engaged in a the distribution of securities are prohibited from simultaneously engaging the shares of common stock to engage in market market-making and other activities with respect to those securities for a specified period the shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptionscommon stock. All of these limitations the foregoing may affect the marketability of the sharesshares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. If any Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock offered for sale pursuant to this prospectus are transferred will be freely tradable in the hands of persons other than pursuant our affiliates. ANNEX B Elixir Gaming Technologies, Inc. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of Elixir Gaming Technologies, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a sale registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under this Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of , 2007 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all certain fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including certain fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders shareholder and any of their its donees, transferees, pledgees, donees, assignees and successors-in-interest maymay sell, from time to time, sell any or all of their common shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders shareholder may use any one or more of the following methods when disposing of selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resales resale by the broker-dealer for its account; · an exchange • over-the-counter distribution in accordance with the rules of the applicable exchangeNasdaq Stock Market; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders shareholder to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 Under applicable rules and regulations under the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), if availableany person engaged in a distribution of the common shares covered by this prospectus may be limited in its ability to engage in market activities with respect to such shares. The selling shareholder, rather than for example, will be subject to applicable provisions of the Securities Exchange Act and the rules and regulations under it, including, without limitation, Regulation M, which provisions may restrict certain activities of the selling shareholder and limit the timing of purchases and sales of any common shares by the selling shareholder. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. The foregoing may affect the marketability of the shares offered by this prospectus. The To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the shares or otherwise, the selling security holders have shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of our common shares in the sole and absolute discretion not to accept any purchase offer or make any sale course of shares if hedging the positions they deem the purchase price to be unsatisfactory at any particular timeassume with selling shareholders. The selling security holders shareholders may also sell our securities short and redeliver the shares to close out such short positions. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction. The selling shareholder may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades. The selling shareholder may pledge their its shares to their its brokers under the margin provisions of customer agreements. If a the selling security holder shareholder defaults on a margin loan, the broker maymay offer and sell, from time to time, offer and sell the pledged shares. The selling shareholder may sell shares directly to market makers acting as principals and/or broker-dealers acting as agents for itself or its customers. Broker-dealers engaged by the selling security holders shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions commissions, concessions or discounts from the selling security holders shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders shareholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Market makers and block purchasers that purchase the shares will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares in block transactions to market makers or other purchasers at a price per share that may be below the then-current market price. We cannot make assurances that all or any of the common shares will be issued to, or sold by, the selling shareholder. In addition, any shares that qualify for sale pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be sold under Rule 144 rather than pursuant to this prospectus. The selling shareholder and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers In certain states, the applicable state securities laws will require a holder of shares desiring to sell its shares to sell its shares only through registered or agents that are deemed to be underwriters licensed brokers or dealers. In addition, in certain states the shares may not sell shares offered under this prospectus be sold unless and until we set forth they have been registered or qualified for sale in the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to applicable state or an exemption from the registration statement of which this prospectus or qualification requirement is a part. The selling security holders available and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holderscomplied with. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed are required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurshares. We and the selling security holders have agreed to indemnify one another the selling shareholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. In addition, we will make copies of this prospectus available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this prospectus unless and until we set forth Registration Statement to cover short sales of Common Stock made prior to the names date on which this Registration Statement shall have been declared effective by the Commission. In addition, the Company has advised each Selling Stockholder that the Commission currently takes the position that coverage of short sales “against the underwriters and box” prior to the material details effective date of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution part would be a violation of Section 5 of the shares offered under Securities Act, as described in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporate Finance. If a Selling Stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. ANNEX B CHINA NATURAL GAS, INC. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Common Stock”), of China Natural Gas, Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of July __, 2007 (the “Registration Rights Agreement”), among the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Securities Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: Wentworth VI, Inc. (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of September __, 2007 (the "Agreement"), by and among Wentworth VI, Inc., a Delaware corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Wentworth VI, Inc. (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: Name: Title: Enclosures Copy: Holder

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this prospectus unless and until we set forth Registration Statement to cover short sales of Common Stock made prior to the names date on which this Registration Statement shall have been declared effective by the Commission. In addition, the Company has advised each Selling Stockholder that the Commission currently takes the position that coverage of short sales “against the underwriters and box” prior to the material details effective date of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution part would be a violation of Section 5 of the shares offered under Securities Act, as described in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporate Finance. If a Selling Stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. ANNEX B CRDENTIA CORP. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Common Stock”), of Crdentia Corp. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of April 4, 2007 (the “Registration Rights Agreement”), among the Company and iVOW named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. The selling security holders stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · through the writing of options on the shares; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; and · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or another exemption, if available, rather than under this prospectus. The selling security holders stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem it deems the purchase price to be unsatisfactory at any particular time. The selling security holders stockholders or their respective pledgees, donees, transferees or other successors in interest, may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and also sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other shares directly to market makers acting as principals and/or broker-dealers to participate in salesacting as agents for themselves or their customers. BrokerSuch broker-dealers may receive compensation in the form of discounts, concessions or commissions or discounts from the selling security holders (or, if any stockholders and/or the purchasers of shares for whom such broker-dealer acts dealers may act as agent for the purchaser of shares, from the purchaser) in amounts agents or to be negotiatedwhom they sell as principal or both, which commissions compensation as to a particular broker or broker-dealer may might be in excess of customary commissions commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the extent permitted by applicable lawthen existing market price. If sales We cannot assure that all or any of the shares offered under in this prospectus are made to broker-dealers as principalswill be issued to, we would be required to file a post-effective amendment to or sold by, the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salesselling stockholders. The selling security holders stockholders and any broker-brokers, dealers or agents that are involved in selling agents, upon effecting the sale of any of the shares offered under in this prospectus prospectus, may be deemed to be “underwriters” within the meaning of as that term is defined under the Securities Act, the Exchange Act in connection with these salesand the rules and regulations of such acts. Commissions In such event, any commissions received by these 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. Any broker-dealers or agents that We are deemed required to be underwriters may not sell shares offered under this prospectus unless pay all fees and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment expenses incident to the registration statement of which this prospectus is a partthe shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts. The selling security holders stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into. The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that such act, including including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders stockholders or any other such person. In the event that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to those such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares. If any a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the shares common stock, then we would be required to amend the registration statement of common stock offered for sale pursuant to which this prospectus are transferred other than pursuant to is a sale under this prospectuspart, then subsequent holders could not use this prospectus until and file a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of describe the agreements between the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We stockholder and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.broker-dealer. Annex A-2 Annex B

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have Selling Stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in securities of the Company or make any sale derivatives of Company securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular timein connection with these trades. The selling security holders Selling Stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder Selling Stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including the fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made entered into after the effective date that of the registration statement of which this prospectus is a part is declared effective by the Commission; · part. • broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless Each Selling Stockholders has represented and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment warranted to the registration statement of which this prospectus is a partCompany that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. The selling security holders Company has advised the Selling Stockholders that they are required to comply with Regulation M promulgated under the Securities and any other persons participating in the sale or distribution of the shares offered under this prospectus will Exchange Act during such time as they may be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptionsshares. All of these limitations The foregoing may affect the marketability of the sharescommon stock. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · ● to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · ● broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · ● a combination of any of these methods of sale; and · ● any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.. Exhibit B

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole stockholders may also engage in puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If turn engage in short sales of the shares offered under of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus are made to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to that in turn may sell such salesshares. The selling stockholders may from time to time pledge or grant a security holders interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth regarding the names of the underwriters and the material details sale of their underwriting arrangements shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus orfor any sale of the shares of common stock, if requiredthey will be subject to the prospectus delivery requirements of the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in a replacement prospectus included some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in a post-effective amendment such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement statement, of which this prospectus is forms a part. The selling security holders stockholders and any other persons person participating in the sale or such distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including including, without limitation, Regulation M. These provisions M of the Exchange Act, which may restrict activities of, and limit the timing of purchases and sales of any of the shares by, of common stock by the selling security holders or stockholders and any other participating person. Furthermore, under Regulation M, persons M may also restrict the ability of any person engaged in a the distribution of securities are prohibited from simultaneously engaging the shares of common stock to engage in market market-making and other activities with respect to those securities for a specified period the shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptionscommon stock. All of these limitations the foregoing may affect the marketability of the sharesshares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. If any Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock offered for sale pursuant to this prospectus are transferred will be freely tradable in the hands of persons other than pursuant our affiliates. ANNEX B Elixir Gaming Technologies, Inc. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of Elixir Gaming Technologies, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a sale registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under this Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 10, 2007 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · ● to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission; · ● broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · ● a combination of any of these methods of sale; and · ● any other method permitted pursuant to applicable law. The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these 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. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

Plan of Distribution. The Each selling security holders stockholder of the common stock and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on the Over-the-Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The A selling security holders stockholder may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover settlement of short sales made entered into after the effective date that of the registration statement of which this prospectus is a part is declared effective by the Commissionpart; · broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any of these such methods of sale; and or · any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”)amended, if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions but, except as set forth in a supplement to a particular broker or dealer may be this prospectus, in the case of an agency transaction not in excess of a customary commissions to brokerage commission in compliance with FINRA Rule 2440; and in the extent permitted by applicable lawcase of a principal transaction a markup or markdown in compliance with FINRA IM-2440. If In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares offered under this prospectus are made of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a partthat in turn may sell these securities. In the post-effective amendment, we would be required to disclose the names of any participating The selling stockholders may also enter into option or other transactions with broker-dealers and or other financial institutions or the compensation arrangements relating creation of one or more derivative securities which require the delivery to such salesbroker-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 security holders stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with these such sales. Commissions In such event, any commissions received by these 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 ActAct of 1933, as amended. Any Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealers or agents that dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended. Because selling stockholders may be deemed to be underwriters “underwriters” within the meaning of the Securities Act of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may not sell shares offered be sold under Rule 144 rather than under this prospectus unless and until we set forth prospectus. There is no underwriter or coordinating broker acting in connection with the names proposed sale of the underwriters resale shares by the selling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the material details requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of their underwriting arrangements in a supplement the shares have been sold pursuant to this prospectus or, 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 requiredrequired under applicable state securities laws. In addition, in a replacement prospectus included certain states, the resale shares may not be sold unless they have been registered or qualified for sale in a post-effective amendment to the applicable state or an exemption from the registration statement or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of which this prospectus is a part. The selling security holders and 1934, as amended, any other persons participating person engaged in the sale or distribution of the resale shares offered under this prospectus may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations under that actthereunder, including Regulation M. These provisions M, which may restrict activities of, and limit the timing of purchases and sales of any shares of the shares by, common stock by the selling security holders stockholders or any other person. Furthermore, under Regulation M, persons engaged in We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a distribution copy of securities are prohibited from simultaneously engaging in market making and other activities with respect this prospectus to those securities for a specified period of time each purchaser at or prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability time of the sharessale (including by compliance with Rule 172 under the Securities Act of 1933, as amended). If any of the shares Annex B BULLFROG GOLD CORP. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock offered (the “Registrable Securities”) of Bullfrog Gold Corp., 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 sale pursuant to this prospectus are transferred other than pursuant to a sale the registration and resale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any Rule 415 of the selling security holders will sell all or any portion Securities Act of 1933, as amended (the “Securities Act”), of the shares offered under Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. We have agreed Accordingly, holders and beneficial owners of Registrable Securities are advised to pay all fees and expenses we incur incident to consult their own securities law counsel regarding the registration consequences of being named or not being named as a selling securityholder in the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We Registration Statement and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this related prospectus, including liabilities under the Securities Act.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents that are deemed understandings, directly or indirectly, with any person to be underwriters may not sell shares offered under distribute any such securities. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. If the Selling Stockholders use this prospectus for any sale of the Common Stock, they will be subject to the prospectus delivery requirements of the Securities Act. MATERIAL TECHNOLOGIES, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Common Stock”), of Material Technologies, Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of _________________ (the “Registration Rights Agreement”), among the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: ___________________ (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among ______________, a _____________ corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $_____ per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, ___________________ (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: Name: ________________ Title: ________________ Enclosures Copy: Holder

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. In connection with the sale of our common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The shares selling security holders may also be sold sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders 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 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 security holders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling security holders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a partunder Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. In The selling security holders also may transfer the post-effective amendmentshares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we would be required have filed an amendment to disclose this prospectus under Rule 424(b)(3) or other applicable provision of the names Securities Act of any participating broker-dealers and 1933 amending the compensation arrangements relating list of selling security holders to such salesinclude the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurof common stock. We and have agreed to indemnify the selling security holders have agreed to indemnify one another against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling security holders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: ___________________ (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of _________________, 2007 (the "Agreement"), by and among ______________, a _____________ corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $0.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, ___________________ (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: Name: ___________________ Title: ___________________ Enclosures Copy: Holder

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · to cover • short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · • broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · • a combination of any of these such methods of sale; and · • any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective after the Company has filed an amendment to the registration statement or supplement to the prospectus under Rule 424(b)(3) or other applicable provision of which the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salesprospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of the prospectus and may sell the shares of common stock from time to time under the prospectus after the Company has filed an amendment to the registration statement or supplement to the prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under the prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus The Company is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each selling security holder including the fees and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and disbursements of counsel to the selling security holders have stockholders. The Company has agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised the Company that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If the Company is notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, the Company will file a supplement to the prospectus. If the selling stockholders use the prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of the Company’s common stock and activities of the selling stockholders.

Plan of Distribution. The selling security holders Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus Common Stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders Selling Stockholders may use any one or more of the following methods when disposing of selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersInvestors; · 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 resales resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part Registration Statement is declared effective by the Commission; · broker-dealers may agree with the selling security holders Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any of these such methods of sale; and · any other method permitted pursuant to applicable law. The shares Selling Stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders 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 any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the selling security holders Selling Stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, which commissions if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as to selling stockholders under this prospectus. Upon the Company being notified in writing by a particular Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer may be in excess of customary commissions dealer, a supplement to the extent permitted by applicable law. If sales of shares offered under this prospectus are made will be filed, if required, pursuant to broker-dealers as principalsRule 424(b) under the Securities Act, we would be required to file a post-effective amendment to disclosing (i) the registration statement name of which this prospectus is a part. In each such Selling Stockholder and of the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and dealer(s), (ii) the compensation arrangements relating number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such salesbroker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling security holders beneficial owners for purposes of this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these 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. Any broker-dealers Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the securities will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of such Selling Stockholder's business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or agents understandings, directly or indirectly, with any person to distribute any such securities. The Company has advised each Selling Stockholder that are deemed to be underwriters it may not sell use shares offered under registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a Selling Stockholder uses this prospectus unless and until we set forth the names for any sale of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus orCommon Stock, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Securities Exchange Act, and the rules and regulations under that actthereunder promulgated, including Regulation M. These provisions may restrict activities ofincluding, and limit the timing of purchases and sales of any of the shares bywithout limitation, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged as applicable to such Selling Stockholders in a distribution connection with resales of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the their respective shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement Registration Statement. The Company is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectusshares, but the Company will not receive any proceeds from the sale of the Common Stock. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have The Company has agreed to indemnify one another the Selling Stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act.. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Transfer Agent] [Address] Attention: Re: Wentworth VIII, Inc. (“Company”) Ladies and Gentlemen: [We are][I am] counsel to _________, a _________ corporation (the "Company"), and have represented the Company in connection with that certain Registration Rights Agreement with _____________ (the “Holder”) (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated ___________, 200_. Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2007 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of September __, 2007 (the "Agreement"), by and among Wentworth VIII, Inc., a Delaware corporation (the "Company"), and _________________________ (the "Holder"), pursuant to which the Company is obligated to register the Holders shares (the "Common Shares") of Common Stock of the Company, par value $.0001 per share (the "Common Stock"). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company's outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Wentworth VIII, Inc. (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2007 [TRANSFER AGENT] By: Name: Title: Enclosures Copy: Holder

Plan of Distribution. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest stockholders may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders stockholders may use any one or more of the following methods when disposing of 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 resales resale by the broker-dealer for its account; · - an exchange distribution in accordance with the rules of the applicable exchange; · - privately negotiated transactions; · to cover - short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commissionsales; · - broker-dealers may agree with the selling security holders stockholders to sell a specified number of such shares at a stipulated price per share; · - a combination of any of these such methods of sale; and · - any other method permitted pursuant to applicable law. The shares selling stockholders may also be sold sell shares under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have stockholders may also engage in short sales against the sole box, puts and absolute discretion not to accept any purchase offer calls and other transactions in our securities or make any sale derivatives of our securities and may sell or deliver shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged sharesin connection with these trades. Broker-dealers engaged by the selling security holders stockholders may arrange for other brokerbrokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, which concessions, commissions as to a particular broker or dealer may be in excess of customary commissions and similar selling expenses, if any, attributable to the extent permitted sale of shares will be borne by applicable lawa selling stockholder. If The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus are made to broker-dealers as principals, after we would be required to file a post-effective have filed an amendment to the registration statement of which this prospectus is a part. In under Rule 424(b)(3) or other applicable provision of the post-effective amendmentSecurities Act of 1933 amending the list of selling stockholders to include the pledgee, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such salestransferee or other successors in interest as selling stockholders under this prospectus. The selling security holders stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with these such sales. Commissions In such event, any commissions received by these such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that We are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed required to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. Howeverof common stock, each including $10,000 of fees and disbursements of counsel to the selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incurstockholders. We and the selling security holders have agreed to indemnify one another the selling stockholders against certain losses, claims, damages and liabilities arising in connection with this prospectusliabilities, including liabilities under the Securities Act. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. IRREVOCABLE TRANSFER AGENT INSTRUCTIONS LYNX THERAPEUTICS, INC. EquiServe Trust Company, N.A. Ladies and Gentlemen: Reference is made to the Securities Purchase Agreements (the "Purchase Agreement"), dated as of September __ 2003, among Lynx Therapeutics, Inc., a Delaware corporation (the "Company") and the purchasers named therein (the "Holders") pursuant to which the Company is issuing the Company's common stock, $0.01 par value per share (the "Common Stock"), and certain Common Stock purchase warrants (the "Warrants") which shall be exercisable into shares of Common Stock. The shares of Common Stock issued and transferred at the Closing and issuable and transferable upon exercise of the Warrants are collectively referred to herein as "Underlying Shares."