Common use of Notice and Questionnaire Clause in Contracts

Notice and Questionnaire. At the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statement.

Notice and Questionnaire. At The undersigned beneficial holder of Series A Convertible Preferred Stock (the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireSeries A Shares”) to of Harbinger Group Inc. (the “Company”) and/or common stock, par value $0.01 per share, of the Company (iincluding common stock issuable upon the conversion of the Series A Shares) notifying which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of such Holder’s desire to include 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”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities held by it in (each a Resale “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such Resale beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and 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 Shelf Registration Statement. Certain legal consequences arise from being 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 prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At The undersigned Holder (the request “Holder”) of Registrable Securities of Solar Capital LLC (the “Company”), or of Solar Cayman Limited or Solar Offshore Limited (the “Feeder Corporations”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) the Shelf Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, dated as of March , 2007 (the “Registration Rights Agreement”), among the Company, each the Feeder Corporations and the Initial Purchasers/Placements Agents. The Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Registration Rights Agreement. A Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) that has agreed to be bound by certain provisions of the Registration Rights Agreement is entitled to certain benefits under the provisions of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such the Holder will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Resale the Prospectus, deliver a Prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to the Holder (including certain indemnification provisions as described below). If the Holder does not complete this Notice and Questionnaire and deliver it to the Company as provided below, it will not be named as a selling securityholder in the Prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Certain legal consequences may arise from being 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 Registrable Securities in accordance with applicable lawProspectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration StatementAccordingly, the Company shall file Holder is advised to consult its own securities law counsel regarding the consequences of being named or not being named as a supplement to such prospectus or amendment to selling securityholder in the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration StatementProspectus.

Notice and Questionnaire. At The undersigned beneficial holder of Convertible Preferred Shares (the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireConvertible Preferred Shares”) to of Xxxxxxx Xxxx Homes (the “Company”) and/or Class C Common Stock, par value $0.01 per share, of the Company (ithe “Class C Shares”) notifying (including any Class C Shares or Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Shares”) issuable upon the conversion of such Holder’s desire to include the Convertible Preferred Shares) which are Registrable Securities held by it understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Shelf 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”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities (each a Resale “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such Resale beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and 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 Shelf Registration Statement. Certain legal consequences arise from being 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 prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At The undersigned beneficial holder of common stock of Skyview Holdings Corp. (or such other name as such company shall thereafter be known by ("PUBLIC COMPANY") understands that PUBLIC COMPANY has filed or intends to file with the request Securities and Exchange Commission (the "SEC") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), for the registration and resale of the Companystockholder’s securities in accordance with the terms of the Share Exchange Agreement, each Holder shall dated as of November 29, 2010 (the "Agreement"), by and among PUBLIC COMPANY and certain of its shareholders and others. In order to sell or otherwise dispose of any of the Selling Stockholder’s securities pursuant to the Registration Statement required to be filed pursuant to the terms of the Agreement, a Selling Stockholder generally will be required to be named as a selling security holder in the related prospectus, deliver a duly completed prospectus to purchasers of its securities, and executed written notice be bound by the Agreement. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to PUBLIC COMPANY as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell their securities pursuant to the Registration Statement. Certain legal consequences may arise from being named as selling security holders in the Registration Statement and the related prospectus. Accordingly, Selling Stockholders are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Registration Statement. Notice The undersigned beneficial owner (each such noticethe "Selling Stockholder") of PUBLIC COMPANY Securities hereby requests that PUBLIC COMPANY include in the Registration Statement the Selling Stockholder’s securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned Selling Stockholder, a “by signing and returning this Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by , understands that it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to will be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed this Notice and Questionnaire and shall use commercially reasonable efforts the Share Exchange Agreement. The undersigned Selling Stockholder hereby provides the following information to cause any post-effective amendment to PUBLIC COMPANY and represents and warrants that such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed information is accurate and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statement.complete: Questionnaire

Notice and Questionnaire. At No Holder of Registrable Securities may include any of its Registrable Securities in the request of the Company, each Registration Statement pursuant to this Agreement unless such Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) furnishes to the Company in writing, prior to or on the 20th Business Day after the date the Notice and Questionnaire is given to Holders (i) notifying the "Questionnaire Deadline"), such information as the Company may reasonably request for use in connection with the Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Company shall notify such Holder’s desire to include Holders of the requirements set forth in the preceding sentence. No Holder of Registrable Securities held by it in a Resale Shelf shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Registration Statement, (ii) containing Statement is being effected agrees to furnish promptly to the Company all information about such Holder required to be included disclosed in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under order to make information previously furnished to the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which Company by such Holder agrees to be bound by the terms and conditions hereofnot materially misleading. At the time a Resale Shelf Registration Statement becomes effective, each Any Holder that has delivered a duly completed does not complete and executed deliver the Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to provide such time of effectiveness shall other information will not be named as a selling securityholder security holder in such Resale Shelf Registration Statement the Prospectus and the related prospectus in such a manner as therefore will not be permitted to permit such Holder to deliver such prospectus to purchasers of sell any Registrable Securities in accordance with applicable lawunder the Registration Statement. If required Each Holder must notify us not later than three business days prior to any proposed sale by applicable law, subject that Holder pursuant to the terms and conditions hereofRegistration Statement. This notice will be effective for five days. Each Holder, after effectiveness by its acceptance of the Resale Shelf Registration Statementnotes, the Company shall file a supplement agrees to hold any communications by us in response to such prospectus or amendment to the Resale Shelf Registration Statement not less than once notice of a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementproposed sale in confidence.

Notice and Questionnaire. At The Company shall mail the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to Holders no later than the date ten (10) Business Days prior of initial filing of the Mandatory Shelf Registration Statement with the Commission. No Holder shall be entitled to such time of effectiveness shall be named as a selling securityholder in such Resale the Mandatory Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale initial effective date of the Mandatory Shelf Registration Statement, and no Holder may use the Prospectus forming a part thereof for resales of Registrable Shares at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, Holders shall have at least twenty (20) days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. Notwithstanding the foregoing, (x) upon the request of any Holder that did not return a Notice and Questionnaire on a timely basis or did not receive a Notice and Questionnaire because it was a subsequent transferee of Registrable Shares after the Company mailed the Notice and Questionnaire, the Company shall file distribute a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire to such Holders at the address set forth in the request and (y) upon receipt of a properly completed Notice and Questionnaire from such Holder, the Company shall use its commercially reasonable efforts to cause any name such Holder as a selling securityholder in the Mandatory Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective or, if permitted by the Commission as promptly as reasonably practicable after Commission, by means of a Prospectus supplement to the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Mandatory Shelf Registration Statement; provided, however, that the Company will have no obligation to add Holders to the Shelf Mandatory Registration Statement as selling securityholders more frequently than one time per every thirty (30) calendar days.

Notice and Questionnaire. At The undersigned beneficial holder of 7.5% Convertible Senior Notes due 2020 (including such notes paid as paid-in-kind interest, the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireNotes”) to of Accuride Corporation (the “Company”) and/or common stock, par value $0.01 per share, of the Company (iincluding common stock issuable upon the conversion of the Notes) notifying which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of such Holder’s desire to include 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”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities held by it in (each a “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Resale Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and 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 Resale Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At The undersigned beneficial holder of Registrable Securities of Patient Safety Technologies, Inc. (the request “Issuer”) understands that the Issuer has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and resale of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable lawthe terms of the Subscription Agreement, including Item 507 dated as of Regulation S-K promulgated under August __, 2006 (the “Subscription Agreement”), by and among the Issuer and the purchasers of the Issuer’s securities thereunder. The Subscription Agreement is available from the Issuer upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Subscription Agreement. Each beneficial owner of Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees that has agreed to be bound by certain provisions of the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire Subscription Agreement is entitled to the Company on benefits of the Subscription Agreement under such provisions. In order to sell or prior otherwise dispose of any Registrable Securities pursuant to the date ten (10) Business Days prior Registration Statement, a beneficial owner of Registrable Securities generally will be required to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such prospectus, deliver a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required and be bound by applicable law, subject to the terms and conditions hereof, after effectiveness those provisions of the Resale Shelf Registration Statement, the Company shall file a supplement Subscription Agreement applicable to such prospectus or amendment to the Resale Shelf Registration Statement beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed complete this Notice and Questionnaire and shall use commercially reasonable efforts deliver it to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission Issuer as promptly as reasonably practicable after the filing thereof. Any Holder that has provided below will not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities held by it covered by, a Resale Shelf pursuant to the Registration Statement. Certain legal consequences may arise from being named as selling securityholders in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Notice and Questionnaire. At The Company shall distribute the request Notice and Questionnaire (i) to all of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) Holders not less than 45 calendar days prior to the time the Company (ior any Guarantor) notifying the Company of such Holder’s desire in good faith intends to include Registrable Securities held by it in a Resale Shelf have any Registration StatementStatement declared Effective, and (ii) containing all information about such to any particular Holder required to be included promptly following request therefor. The Company shall (and shall cause each Guarantor to) name as a “selling securityholder” in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf initial Registration Statement becomes effective, and any subsequent Registration Statement each Holder that has delivered completes, executes and delivers a duly completed and executed Notice and Questionnaire to the Company on or within a reasonable time prior to the date ten as of which any such Registration Statement is declared Effective (10) it being understood that delivery of a completed and signed Notice and Questionnaire at least two Business Days prior to such time of effectiveness the Effective Date shall be considered reasonable prior time) so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder is permitted to deliver such prospectus the Prospectus to purchasers of such Holder’s Registrable Securities in accordance with applicable law. If required by applicable lawThereafter, subject to if the terms Company shall receive a completed and conditions hereof, after effectiveness of signed Notice and Questionnaire from any Holder who is not already named as a selling securityholder in the Resale Shelf initial Registration Statement or any subsequent Registration Statement, the Company shall (and shall cause each Guarantor to), as soon as reasonably practicable, prepare and file with the Commission (A) a supplement to such prospectus or the Prospectus or, if required by applicable law, a post-effective amendment to such Registration Statement, and any other document required by applicable law, so that the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Registration Statement and shall is permitted to deliver the Prospectus to purchasers of such Holder’s Registrable Securities in accordance with applicable law, and (B) use its commercially reasonable best efforts to cause any post-effective amendment to or such Resale Shelf additional Registration Statement filed for such purpose to be declared effective by become Effective under the Commission Securities Act as promptly as reasonably practicable after is practicable. Except as provided by the filing thereof. Any foregoing, neither the Company nor any Guarantor shall be required to take any action to name any Holder that as a selling securityholder in any Registration Statement or to enable any Holder to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has not delivered returned a duly completed and executed signed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration StatementCompany.