Common use of Selling Stockholder Questionnaire Clause in Contracts

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of CLS Holdings USA Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner At least ten (10) Trading Days prior to the first anticipated filing date of common stock (the “Registrable Securities”) of CLS Holdings USA Inc. (the “Company”)a Registration Statement or Final Prospectus, understands that as applicable, for any registration under this Agreement, the Company has filed or intends to file with the will notify each holder of Registrable Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933information the Company requires from such holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, as amended (if any, which shall be completed and delivered to the “Securities Act”), of the Registrable SecuritiesCompany promptly upon request and, in accordance with any event, within three (3) Trading Days prior to the terms applicable anticipated filing date. Each holder of the Registration Rights Agreement (the “Registration Rights Agreement”) Registrable Securities further agrees that it shall not be entitled 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 be named as a selling stockholder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and the related prospectus. Accordingly, holders and beneficial owners resales of Registrable Securities at any time, unless such holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are advised required to consult their own securities law counsel regarding the consequences of being named or not being named name such holder as a selling stockholder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant include (to the extent not theretofore included) in the Registration StatementStatement or Final Prospectus, a beneficial owner as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) will be required to be named as a selling securityholder used by the Company in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions preparation of the Purchase Agreement applicable to such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire Registration Statement or Final Prospectus, as applicable, and deliver it hereby consents to the Company as provided below will not be named as selling securityholders inclusion of such information in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named Statement or Final Prospectus, as selling securityholders in the related prospectusapplicable.

Selling Stockholder Questionnaire. The undersigned beneficial owner holder of common stock (shares of the “Registrable Securities”) convertible note due 2027 of CLS Holdings USA FiscalNote Holdings, Inc. (the “Company”) of the Company issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchaser named therein, dated as of [ ], 2023 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on either, in the Company’s discretion, Form S-3 or Form S-1 (the “Commission”) a registration statement (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, 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, dated [ ], 2023, by and the Holders named therein (the “RRA”). 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 five (5) Trading 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 related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectusProspectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.4 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) of CLS Holdings USA Inc. at least ten (10) business days prior to the “Company”)Filing Deadline. The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, understands that which additional information shall be completed and delivered to the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexedpromptly following such request. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.3 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) at least ten (10) business days prior to the Filing Deadline. The Company shall inform each holder of CLS Holdings USA Inc. (Registrable Securities at least 30 business days in advance of the “Company”), understands filing of any registration statement that the Company has filed or intends to file with the is filing a resale registration statement covering any Registrable Securities and Exchange Commission (informing such holders in such notice of the “Commission”) holder’s requirement to complete a Selling Shareholder Questionnaire and return it to the Company by a date specified in such notice that is 10 business days prior to the proposed filing date of the registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of covering the Registrable Securities. The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) which additional information shall be completed and delivered 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 belowpromptly following such request. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder security holder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.3 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.2 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) within 10 business days after receipt by such Holder of CLS Holdings USA Inc. (the “written notice specified in Section 2.1(b) from the Company”). The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, understands that which additional information shall be completed and delivered to the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexedpromptly following such request. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder security holder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.2 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.2 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) within 10 days after receipt by such Holder of CLS Holdings USA Inc. (the “written notice specified in Section 2.1(b) from the Company”). The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, understands that which additional information shall be completed and delivered to the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexedpromptly following such request. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder security holder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder (to the extent those expenses would not have been incurred if the Selling Stockholder Questionnaire or a response to a request for further information would have been returned on or before the respective deadline) who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.2 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) at least ten (10) business days prior to the Filing Deadline. The Company shall inform each holder of CLS Holdings USA Inc. (Registrable Securities at least 30 business days in advance of the “Company”), understands filing of any registration statement that the Company has filed or intends to file with the is filing a resale registration statement covering any Registrable Securities and Exchange Commission (informing such holders in such notice of the “Commission”) holder's requirement to complete a Selling Shareholder Questionnaire and return it to the Company by a date specified in such notice that is 10 business days prior to the proposed filing date of the registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of covering the Registrable Securities. The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) which additional information shall be completed and delivered 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 belowpromptly following such request. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder security holder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.3 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.

Selling Stockholder Questionnaire. The undersigned beneficial owner of common stock Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Registrable SecuritiesSelling Stockholder Questionnaire”) of CLS Holdings USA Inc. at least ten (10) business days prior to the “Company”)Filing Deadline. The Company shall notify a Holder if it requires additional information from that Holder other than the information contained in the Selling Stockholder Questionnaire, understands that which additional information shall be completed and delivered to the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexedpromptly following such request. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms Each Holder further agrees that it shall 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 stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Registration Statement, a beneficial owner of Registrable Securities will be required entitled to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers Registration Statement or use the Prospectus for offers and resales of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to at any time, unless such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire and deliver it Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as provided below will not be named as selling securityholders described in the prospectus and therefore will not be permitted to sell any previous sentence. If a Holder of Registrable Securities pursuant returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.3 will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as selling securityholders in the related prospectus.