Common use of Selling Securityholder Information Clause in Contracts

Selling Securityholder Information. Each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Securities as is required by law to be disclosed by the Holder in the Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Securities under the Registration Statement. The Company shall not be required to include in the Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by any such Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day period.

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within five Business Days after the receipt of a Notice and Questionnaire from any Holder that which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesTransfer Restricted Securities and to file the same with the SEC. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If the foregoing, following Company shall fail to file the effective date appropriate supplement or amendment within five Business Days of any Registration Statementreceipt of such notice, the Company shall not be required to file more than one such supplement or pay the Holder Liquidated Damages in the manner set forth in Section 3. Furthermore, if the filing requires a post-effective amendment for each particular to the Registration Statement and such amendment is not declared effective within 45 Business Days of the filing of the post-effective amendment, the Company shall pay the Holder to reflect changes Liquidated Damages in the amount manner set forth in Section 3. If any such Registration Statement refers to any Holder by name or otherwise as the holder of Class A Common Stock issued or issuable upon exercise any securities of the Warrants constituting Registrable Securities held by any Company, then such Holder at shall have the request right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at any time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodbe required.

Selling Securityholder Information. Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within five Business Days after the receipt of a Notice and Questionnaire from any Holder that which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesSecurities and to file the same with the SEC. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If the foregoing, following Company shall fail to file the effective date appropriate supplement or amendment within five Business Days of any Registration Statementreceipt of such notice, the Company shall not be required to file more than one such supplement or pay the Holder Liquidated Damages in the manner set forth in Section 3. Furthermore, if the filing requires a post-effective amendment for each particular to the Registration Statement and such amendment is not declared effective within 45 Business Days of the filing of the post-effective amendment, the Company shall pay the Holder to reflect changes Liquidated Damages in the amount manner set forth in Section 3. If any such Registration Statement refers to any Holder by name or otherwise as the holder of Class A Common Stock issued or issuable upon exercise any securities of the Warrants constituting Registrable Securities held by any Company, then such Holder at shall have the request right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at any time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodbe required.

Selling Securityholder Information. Each Holder wishing of Transfer ---------------------------------- Restricted Securities agrees that if such Holder wishes to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and the related Prospectus, it will do so only in accordance with this Section 2. Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and the related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in From and after the date the Shelf Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide becomes effective, the Company with shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance any event within five (5) Business Days after such date, (i) if required by applicable law, file with this Section 2(d). If the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such completed Notice and Questionnaire is received by named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company at least ten (10) days prior shall file a post-effective amendment to the effective date of a Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post- effective amendment filed pursuant to Section 2(c)(i); provided, that if such Notice and Questionnaire is delivered during the time a Holder receives a notice from the Company pursuant to Section 2(d) that the use of the Prospectus shall be discontinued, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon such time the use of the Prospectus may be resumed, provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Transfer Restricted Securities. If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall be entitled have the right to have its Registrable require, in the event that such reference to such Holder by name or otherwise is not required by the Securities included Act or any similar Federal statute then in force, the deletion of the reference to such Holder in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject any time subsequent to the last two sentences of the next paragraph. Subject time that such reference ceases to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by any such Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodrequired.

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite InformationREQUISITE INFORMATION") to the Company prior to any intended distribution the effectiveness of Registrable Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable file within five Business Days after the receipt of a Notice and Questionnaire from any Holder that Holder, which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within ten Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesTransfer Restricted Securities and to file the same with the SEC. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If any such Registration Statement refers to any Holder by name or otherwise as the foregoing, following the effective date holder of any Registration Statementsecurities of the Company, then such Holder shall have the right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise deletion of the Warrants constituting Registrable Securities held by any such Holder at the request of reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at the time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that be required and the Company shall not use this sentence otherwise intends to delay amend our supplement the filing of any amendment or supplement beyond any such 30-day periodShelf Registration Statement.

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution the effectiveness of Registrable Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within five Business Days after the receipt of a Notice and Questionnaire from any Holder that which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesTransfer Restricted Securities and to file the same with the SEC. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If the foregoingCompany shall fail to file the appropriate supplement or amendment within five Business Days of receipt of such notice (except where such failure to file is due to the objection to filing any such amendment or supplement by the holders of a majority in interest of the Transfer Restricted Securities, following or the effective date of any Registration Statementmanaging underwriters, if any, pursuant to Section 4(a)), the Company shall not be required to file more than one such supplement or pay the Holder Liquidated Damages in the manner set forth in Section 3. Furthermore, if the filing requires a post-effective amendment for each particular to the Registration Statement and such amendment is not declared effective within 45 Business Days of the filing of the post-effective amendment, the Company shall pay the Holder to reflect changes Liquidated Damages in the amount manner set forth in Section 3. If any such Registration Statement refers to any Holder by name or otherwise as the holder of Class A Common Stock issued or issuable upon exercise any securities of the Warrants constituting Registrable Securities held by any Company, then such Holder at shall have the request right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at the time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that be required and the Company shall not use this sentence otherwise intends to delay amend our supplement the filing of any amendment or supplement beyond any such 30-day periodShelf Registration Statement.

Selling Securityholder Information. Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2. Each Holder of Transfer Restricted Securities wishing to sell Registrable Transfer Restricted Securities pursuant to a the Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the Shelf Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in From and after the date the Shelf Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide becomes effective, the Company with shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance any event within five (5) Business Days after such date, (i) if required by applicable law, file with this Section 2(d). If the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such completed Notice and Questionnaire is received by named as a selling securityholder in the Company at least ten (10) days prior to Shelf Registration Statement and the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included related Prospectus in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities a manner as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Prospectus delivery requirements of Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in a timely manner with respect any event by the date that is 60 days after the date such post-effective amendment is required by this clause to any proposed disposition of be filed; (ii) provide such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company copies of any material changes documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the Requisite Information contained in effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided, that if such Notice and Questionnaire provided is delivered during a time that the use of the Prospectus is suspended pursuant to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration StatementSection 2(d), the Company shall not so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon such time the use of the Prospectus may be required to file resumed, provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such supplement filing, it will make the required filing or post-effective amendment for each particular Holder to reflect changes filings in the amount manner or of Class A Common Stock issued or issuable upon exercise a type reasonably expected to result in the earliest availability of the Warrants constituting Registrable Securities held by Prospectus for effecting resales of the Holder's Transfer Restricted Securities. If any such Registration Statement refers to any Holder at by name or otherwise as the request holder of any securities of the Company, then such Holder shall have the right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day period.Statement

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's ’s agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "“Requisite Information"”) to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within five Business Days after the receipt of a Notice and Questionnaire from any Holder that which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesInformation. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If the foregoing, following Company shall fail to file the effective date appropriate supplement or amendment within five Business Days of any Registration Statementreceipt of such notice, the Company shall not be required to file more than one such supplement or pay the Holder Liquidated Damages in the manner set forth in Section 3. Furthermore, if the filing requires a post-effective amendment for each particular to the Registration Statement and such amendment is not declared effective within 45 Business Days of the filing of the post-effective amendment, the Company shall pay the Holder to reflect changes Liquidated Damages in the amount manner set forth in Section 3. If any such Registration Statement refers to any Holder by name or otherwise as the holder of Class A Common Stock issued or issuable upon exercise any securities of the Warrants constituting Registrable Securities held by any Company, then such Holder at shall have the request right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at any time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodbe required.

Selling Securityholder Information. Each Holder wishing of Transfer Restricted Securities agrees that if such Holder wishes to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2. Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company at least three (3) Business Days prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in From and after the date the Shelf Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide becomes effective, the Company with shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance any event within five (5) Business Days after such date, (i) if required by applicable law, file with this Section 2(d). If the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such completed Notice and Questionnaire is received by named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company at least ten (10) days prior shall file a post-effective amendment to the effective date of a Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided, that if such Notice and Questionnaire is delivered during the time a Holder receives a notice from the Company pursuant to Section 2(d) that the use of the Prospectus shall be discontinued, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon such time the use of the Prospectus may be resumed, provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Transfer Restricted Securities. If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall be entitled have the right to have its Registrable require, in the event that such reference to such Holder by name or otherwise is not required by the Securities included Act or any similar Federal statute then in force, the deletion of the reference to such Holder in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject any time subsequent to the last two sentences of the next paragraph. Subject time that such reference ceases to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by any such Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodrequired.

Selling Securityholder Information. Each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Securities as is required by law to be disclosed by the Holder in the Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Securities under the Registration Statement. The Company shall not be required to include in the Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Common Stock, including the Class A Common Stock issued or issuable upon exercise of the Warrants or upon the conversion of the Class B Common Stock constituting Registrable Securities held by any such Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day period.

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, that confirms confirm such Holder's agreement to be bound by the terms of this Agreement and includes to provide such information regarding it such Holder and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (such agreement and information, the "Requisite Information") to the Company prior to any intended distribution the effectiveness of Registrable Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide comply with the Company with a Notice and Questionnaire preceding sentence in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within five Business Days after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Requisite Information with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesTransfer Restricted Securities and to file the same with the SEC. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding Subject to the foregoingother terms and conditions of this Agreement (i) if the Company shall fail to file the appropriate supplement or amendment within five Business Days of receipt of such notice (except where such failure to file is due to the objection to filing any such amendment or supplement by the holders of a majority in interest of the Transfer Restricted Securities, following or the effective date of any Registration Statementmanaging underwriters, if any, pursuant to Section 4(a)), the Company shall not be required to file more than one such supplement or pay the Holder Liquidated Damages in the manner set forth in Section 3, and (ii) if the filing requires a post-effective amendment for each particular to the Registration Statement and such amendment is not declared effective within 45 Business Days of the filing of the post-effective amendment, the Company shall pay the Holder to reflect changes Liquidated Damages in the amount manner set forth in Section 3. If any such Registration Statement refers to any Holder by name or otherwise as the holder of Class A Common Stock issued or issuable upon exercise any securities of the Warrants constituting Registrable Securities held by any Company, then such Holder at shall have the request right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at the time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that be required and the Company shall not use this sentence otherwise intends to delay amend our supplement the filing of any amendment or supplement beyond any such 30-day periodShelf Registration Statement.

Selling Securityholder Information. Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2. Each Holder of Transfer Restricted Securities wishing to sell Registrable Transfer Restricted Securities pursuant to a the Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the Shelf Registration Statement (the "Requisite InformationREQUISITE INFORMATION") to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement and within 10 days of any request for such information from the Company (but such 10 day requirement shall only apply to any Holder who holds Transfer Restricted Securities on the date such request is made and at the end of the 10 day period). From and after the date the Shelf Registration Statement becomes effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within ten (10) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); PROVIDED, that if such Notice and Questionnaire is delivered during a time that the use of the Prospectus is suspended pursuant to Section 2(d), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon such time the use of the Prospectus may be resumed, PROVIDED, FURTHER, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type reasonably expected to result in the earliest availability of the Prospectus for effecting resales of the Holder's Transfer Restricted Securities. The Notwithstanding anything to the contrary in this Agreement, in the event that the Company receives a comment from the SEC or its staff in connection with the filing of the Shelf Registration Statement that (after discussions with the SEC or its staff with respect to allowing the Company to include such Transfer Restricted Securities for which Holders have not submitted a Notice and Questionnaire in such Shelf Registration Statement) precludes the Company from including such Transfer Restricted Securities in the Shelf Registration Statement or after the date of this Agreement the SEC reports or annouces a position to the same effect in a forum unrelated to the registration of the Transfer Restricted Securities, the Company shall not be required to include in the Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder such Holders that does have not provide provided the Company with a Notice and Questionnaire in accordance with this Section 2(d). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included Requisite Information in such Registration Statement at or Prospectus Supplement filed pursuant to Rule 424(b) of the Securities Act and/or any post effective date thereof. If such completed Notice and Questionnaire is received thereafter, amendment (to the extent that the SEC or its staff takes the position that the Company will use commercially reasonable efforts may not file a post effective amendment with respect to include such Holder's Registrable Transfer Restricted Securities as promptly as reasonably practicable thereafterto add additional Holders not named therein for which they have received the Requisite Information) to such Shelf Registration Statement; PROVIDED, subject HOWEVER that the Company shall be required to register the entire principal amount of the Notes issued in the initial private placement (including any Notes, if any, issued pursuant to the last two sentences option granted to the Purchaser) on the cover page of the next paragraphinitial Shelf Registration Statement filing. Subject to the last two sentences of this paragraphIn such event, the Company shall use commercially reasonable efforts be required to prepare and file, as soon as practicable after file a subsequent Registration Statement ("Subsequent Registration Statement") registering the resale of the Transfer Restricted Securities of such Holders within 60 days of the receipt by the Company of a Notice and Questionnaire from any Holder that includes the Requisite Information or from any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, Holders; PROVIDED that the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by Subsequent Registration Statement during any such Holder at the request of such Holder in any 3090-day period. The Company may take reasonable steps provisions of this agreement relating to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments Shelf Registration Statement shall equally apply to any Subsequent Registration Statement, except that the provisions of Section 2(a) (other than the last sentence thereof) and Section 3 shall not apply to any Subsequent Registration Statement. If any such Registration Statement refers to any Holder by name or supplements to otherwise as the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing holder of any amendment securities of the Company, then such Holder shall have the right to require, in the event that such reference to such Holder by name or supplement beyond otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such 30-day periodHolder in such Registration Statement.

Selling Securityholder Information. Each Holder wishing to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution the effectiveness of Registrable Securities under the Shelf Registration Statement. The Company shall not be required to include in the any Shelf Registration Statement and related Prospectus the Registrable Transfer Restricted Securities of any Holder that does not provide the Company with a Notice and Questionnaire in accordance with this Section 2(d2(c). If such completed Notice and Questionnaire is received by the Company at least ten (10) days prior to the effective date of a Registration Statement, such Holder shall be entitled to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, the The Company shall use commercially reasonable efforts to prepare and file, as soon as practicable within ten Business Days after the receipt of a Notice and Questionnaire from any Holder that which includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution)Holder, a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Transfer Restricted Securities held by such Holder), and the Company shall provide such Holder within five Business Days after receipt of such Notice and Questionnaire with a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable SecuritiesTransfer Restricted Securities and to file the same with txx XXX. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding If any such Registration Statement refers to any Holder by name or otherwise as the foregoing, following the effective date holder of any Registration Statementsecurities of the Company, then such Holder shall have the right to require, in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise deletion of the Warrants constituting Registrable Securities held by any such Holder at the request of reference to such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any such Registration Statement or supplements at the time subsequent to the Prospectus so as time that such reference ceases to reduce the need for multiple amendments or supplements; provided that be required and the Company shall not use this sentence otherwise intends to delay the filing of any amendment amend or supplement beyond any such 30-day periodthe Shelf Registration Statement.

Selling Securityholder Information. Each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees shall furnish to deliver a Notice and Questionnairethe Company, in a timely manner, that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it itself and the distribution of its Registrable Securities as is required by law the rules and regulations of the Securities Act to be disclosed by the Holder in the Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Securities under the Registration Statement). The Company shall not be required to include in the Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide the Company with a Notice and Questionnaire the Requisite Information in accordance with this Section 2(d). If such completed Notice and Questionnaire is received by Each Holder requesting registration hereunder shall promptly notify the Company at least ten (10) days prior of any material changes to the effective date of a Registration Statement, such Holder shall be entitled Requisite Information provided to have its Registrable Securities included in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include by such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject to the last two sentences of the next paragraph. Subject to the last two sentences of this paragraph, and the Company shall use commercially reasonable best efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify Securities and to file the Company of any material changes to same with the Requisite Information contained in the Notice and Questionnaire provided to the Company by such HolderSEC. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by any such particular Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day period.

Selling Securityholder Information. Each Holder wishing of Transfer Restricted Securities agrees that if such Holder wishes to sell Registrable Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2. Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely manner, Questionnaire that confirms such Holder's agreement to be bound by the terms of this Agreement and includes such information regarding it and the distribution of its Registrable Transfer Restricted Securities as is required by law to be disclosed by the Holder in the applicable Registration Statement (the "Requisite Information") to the Company prior to any intended distribution of Registrable Transfer Restricted Securities under the Shelf Registration Statement. The Company shall not be required to include in From and after the date the Shelf Registration Statement and related Prospectus the Registrable Securities of any Holder that does not provide becomes effective, the Company with shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance any event within five (5) Business Days after such date, (i) if required by applicable law, file with this Section 2(d). If the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such completed Notice and Questionnaire is received by named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company at least ten (10) days prior shall file a post-effective amendment to the effective date of a Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided, that if such Notice and Questionnaire is delivered during the time a Holder receives a notice from the Company pursuant to Section 2(d) that the use of the Prospectus shall be discontinued, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon such time the use of the Prospectus may be resumed, provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Transfer Restricted Securities. If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall be entitled have the right to have its Registrable require, in the event that such reference to such Holder by name or otherwise is not required by the Securities included Act or any similar Federal statute then in force, the deletion of the reference to such Holder in such Registration Statement at the effective date thereof. If such completed Notice and Questionnaire is received thereafter, the Company will use commercially reasonable efforts to include such Holder's Registrable Securities as promptly as reasonably practicable thereafter, subject any time subsequent to the last two sentences of the next paragraph. Subject time that such reference ceases to the last two sentences of this paragraph, the Company shall use commercially reasonable efforts to prepare and file, as soon as practicable after the receipt of a Notice and Questionnaire from any Holder that includes the Requisite Information or any changes in the Requisite Information with respect to such Holder (including, without limitation, any changes in the plan of distribution), a Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such Registration Statement to include in the Prospectus the Requisite Information as to such Holder (and the Registrable Securities held by such Holder), and the Company shall provide such Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information in order to permit such Holder to comply with the Prospectus delivery requirements of the Securities Act in a timely manner with respect to any proposed disposition of such Holder's Registrable Securities. Each Holder requesting registration hereunder shall promptly notify the Company of any material changes to the Requisite Information contained in the Notice and Questionnaire provided to the Company by such Holder. Notwithstanding the foregoing, following the effective date of any Registration Statement, the Company shall not be required to file more than one such supplement or post-effective amendment for each particular Holder to reflect changes in the amount of Class A Common Stock issued or issuable upon exercise of the Warrants constituting Registrable Securities held by any such Holder at the request of such Holder in any 30-day period. The Company may take reasonable steps to aggregate the addition of Registrable Securities of more than one Holder for purposes of filing amendments to any Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements; provided that the Company shall not use this sentence to delay the filing of any amendment or supplement beyond any such 30-day periodrequired.