Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to timetime pursuant to underwritten public offerings, negotiated transactions or block trades or through underwriters or dealers, through agents and/or directly to one or more purchasers, or a combination of these methods. The securities may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including the offering price of the securities and the proceeds to us, to the extent appropriate. Offers to purchase the securities being offered by this prospectus may be made directly solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement, to the extent appropriate. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such New Securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resells New Securities that were received compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by it for its own account pursuant underwriters to participating dealers will be provided in the applicable prospectus supplement, to the Registered Exchange Offer extent appropriate. Underwriters, dealers and any broker or dealer that participates agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Any common stock will be listed on the New York Stock Exchange, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement so indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-K Items 507 and/or 508effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The material terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200___[90 days] after commencement of the offering, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer We are registering shares of common stock that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to [INVESTOR] under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a other broker-dealer will not be deemed dealers to admit that it participate. [INVESTOR] is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. [INVESTOR] has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, [INVESTOR] has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder resale of the Securities) shares. Because [INVESTOR] is, and any other than commissions selling stockholder, broker, dealer or concessions of any brokers or dealers and will indemnify agent may be deemed to be, an “underwriter” within the holders meaning of the Securities Act, [INVESTOR] will (including and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of such market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealers) against certain liabilities, including liabilities under dealer solicits purchasers; ● block trades in which the Act. [If applicable, add information required broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by Regulation Sa broker-K Items 507 and/or 508.]dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

Plan of Distribution. Each broker-dealer that receives New Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesNotes. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Notes received in exchange for Securities Original Notes where such Securities Original Notes were acquired as a result of market-making activities or other trading activities. The Issuers Each of Financing and the Guarantors have Parent has agreed that, for a period starting on the Expiration Date and ending on the close of business on the day that is 180 days after following the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and the Guarantors prospectus.* Neither Financing nor Parent will not receive any proceeds from any sale of New Securities Notes by brokersbroker-dealers. New Securities Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New SecuritiesNotes. Any broker-dealer that resells New Securities Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Financing and Parent will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Financing and the Guarantors Parent have agreed to pay all expenses incident to the Registered Exchange Offer (including other than the expenses of one counsel for the holder Holders of the SecuritiesOriginal Notes) other than commissions or concessions of any brokers or * In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. dealers and will indemnify the holders Holders of the Securities Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a the 180-day period of 180 days after following the consummation of the Registered Exchange Offer, they or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Initial Purchaser have been sold pursuant hereto, it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a the 180-day period of 180 days after following the consummation of the Registered Exchange Offer, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Issuers Initial Purchaser have been sold pursuant hereto, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SRider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer We are registering shares of common stock that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to Hanover under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a other broker-dealer will not be deemed dealers to admit that it participate. Hanover is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder resale of the Securities) shares. Because Hanover is, and any other than commissions selling stockholder, broker, dealer or concessions of any brokers or dealers and will indemnify agent may be deemed to be, an “underwriter” within the holders meaning of the Securities Act, Hanover will (including and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealers) against certain liabilities, including liabilities under dealer solicits purchasers; ● block trades in which the Act. [If applicable, add information required broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by Regulation Sa broker-K Items 507 and/or 508.]dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Issuer has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Issuer will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale. In addition, until _______________, 20 ____, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that is entitled to use such documents and that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable--------------------- 1 In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the back cover of the Registered Exchange Offer prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Act Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities to cover any over-allotments in connection with the distribution. The securities we offer under this prospectus may or may not be listed through the NYSE or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may issue to our existing security holders, through a dividend or similar distribution, subscription rights to purchase our securities, which may or may not be transferable. In any distribution of subscription rights to our existing security holders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. The applicable prospectus supplement will describe the specific terms of any offering of our securities through the issuance of subscription rights, including, if applicable, the material terms of any standby underwriting or purchase arrangement. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • any over-K Items 507 and/or 508allotment or other options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. The following summary sets forth certain material terms and provisions of our capital stock. This description also summarizes relevant provisions of the General Corporation Law of Delaware (the “DGCL”). The following description is a summary and does not purport to be a complete description of the rights and preferences of our capital stock. It is subject to, and qualified in its entirety by reference to, the applicable provisions of the DGCL and our restated certificate of incorporation (our “Certificate of Incorporation”) and our restated bylaws (our “Bylaws”), each of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the DGCL for additional information. The total amount of our authorized share capital consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of November 7, 2022, we had 186,418,770 shares of common stock outstanding held of record by 201 holders and no shares of preferred stock outstanding.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 during the Exchange Offer Registration Period, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account We have entered into a sale agreement with Jefferies, under which we may offer and sell, pursuant to this prospectus supplement and the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale accompanying prospectuses, up to $150,000,000 of such New Securities. This Prospectus, as it may be amended or supplemented our shares of common stock from time to timetime through Jefferies acting as agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying prospectuses will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Each time we wish to issue and sell our shares of common stock under the sale agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be used made. Once we have so instructed Jefferies, unless Jefferies declines to accept the terms of such notice, Jefferies has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of Jefferies under the sale agreement to sell our shares of common stock are subject to a number of conditions that we must meet. The settlement of sales of shares between us and Jefferies is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated in this prospectus supplement and the accompanying prospectuses will be settled through the facilities of The Depository Trust Company or by a broker-dealer in connection with resales of New Securities such other means as we and Jefferies may agree upon. There is no arrangement for funds to be received in exchange for Securities where such Securities were acquired an escrow, trust or similar arrangement. We will pay Jefferies a commission equal to 3% of the aggregate gross proceeds we receive from each sale of our shares of common stock. Because there is no minimum offering amount required as a result of market-making activities or other trading activities. The Issuers condition to close this offering, the actual total public offering amount, commissions and the Guarantors have agreed thatproceeds to us, for a period of 180 days after the consummation of the Registered Exchange Offerif any, they will make are not determinable at this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaletime. In addition, until we have agreed to reimburse Jefferies for the fees and disbursements of its counsel, 20 payable upon execution of the sale agreement, all dealers effecting transactions in an amount not to exceed $50,000, in addition to certain ongoing disbursements of its legal counsel. In accordance with Rule 5110 of the New Securities may Financial Industry Regulatory Authority, Inc., these reimbursed fees and expenses are deemed sales compensation in connection with this offering. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Jefferies under the terms of the sale agreement, will be required to deliver a Prospectusapproximately $150,000. The Issuers remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares. Jefferies will provide written confirmation to us before the open on The Nasdaq Global Market on the day following each day on which our shares of common stock are sold under the sale agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the Guarantors will not receive any proceeds from any to us. In connection with the sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter marketour shares of common stock on our behalf, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may Jefferies will be deemed to be an “underwriter” within the meaning of the Act Securities Act, and any profit the compensation of any such resale of New Securities and any commissions or concessions received by any such persons may Jefferies will be deemed to be underwriting compensation under the Actcommissions or discounts. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) Jefferies against certain civil liabilities, including liabilities under the Securities Act. [If applicableWe have also agreed to contribute to payments Jefferies may be required to make in respect of such liabilities. The offering of our shares of common stock pursuant to the sale agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the sale agreement and (ii) the termination of the sale agreement as permitted therein. We and Jefferies may each terminate the sale agreement at any time upon five days’ prior notice. This summary of the material provisions of the sale agreement does not purport to be a complete statement of its terms and conditions. A copy of the sale agreement is filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, add information required 2020, filed under the Exchange Act and incorporated by Regulation S-K Items 507 and/or 508reference in this prospectus supplement and the accompanying prospectuses. Jefferies and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Jefferies may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Jefferies may at any time hold long or short positions in such securities. A prospectus supplement and the accompanying prospectuses in electronic format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus supplement and the accompanying prospectuses electronically.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to in the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such these New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed thatto, for a period starting on the Expiration Date and ending on the close of 180 business 90 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resalethese resales. In addition, until , 20 200 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to in the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerthese Broker-dealer Dealers and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to in the Registered Exchange Offer and any broker or dealer that participates in a distribution of such these New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of these resales of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SRider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ______, 20 2013, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX B-1 [If applicableForm of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇] Annex B-1 (▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LETTERHEAD) April 15, add information required by Regulation S-K Items 507 and/or 508.]2003

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The Depositary Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the “Company”) 4.625% Senior Notes due 2015 issued on October 20, 2009 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If applicableyou require more copies of the enclosed materials or have any questions pertaining to this matter, add information required please contact American Tower Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (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 Company’s 4.625% Senior Notes due 2015 issued on October 20, 2009 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by Regulation S-K Items 507 and/or 508it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until date that 180 days from Issue Date, 20 , 2001 all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------- Address: -------------------------------------------- -------------------------------------------- Rider B ------- If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. AMERICAN TOWER CORPORATION INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT -- IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depositary Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the "Company") 9?% Senior Notes due 2009 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If applicableyou require more copies of the enclosed materials or have any questions pertaining to this matter, add information required please contact American Tower Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. AMERICAN TOWER CORPORATION (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Registration Rights Agreement (the "Registration Rights Agreement") between American Tower Corporation (the "Company") and the Purchasers named therein. Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form ___ (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 Company's 9?% Senior Notes due 2009, (the "Securities"). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by Regulation S-K Items 507 and/or 508it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Registered Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best-efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in negotiated the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market-making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, Commission rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any overallotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, through the writing of options on the New Securities or a combination of such methods of resaleonce commenced, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers discontinued without notice. Certain of the underwriters or to agents and their associates may engage in transactions with and perform services for us or through brokers or dealers who may receive compensation our affiliates in the form ordinary course of commissions their respective businesses. In no event will the commission or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were discount received by it for its own account pursuant to the Registered Exchange Offer and any broker Financial Industry Regulatory Authority, or FINRA, member or independent broker- dealer that participates participating in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning securities exceed 8% of the Act and any profit aggregate principal amount of any such resale the offering of New Securities and any commissions securities in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a independent broker-dealer will participates. This prospectus is part of a registration statement on Form S-3 that we filed with the Commission under the Securities Act. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not be deemed authorized anyone else to admit provide you with different information. You should not assume that it the information in this prospectus is an “underwriter” within accurate as of any date other than the meaning date on the front cover of this prospectus, regardless of the Acttime of delivery of this prospectus or any sale of securities. We file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings, including the registration statement and exhibits, are available to the public at the Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. In addition, since we are also listed on the Tel Aviv Stock Exchange, we submit copies of all our filings with the Commission to the Israeli Securities Authority and the Tel Aviv Stock Exchange. Such copies can be retrieved electronically through the Tel Aviv Stock Exchange’s internet messaging system (▇▇▇.▇▇▇▇.▇▇▇▇.▇▇.▇▇) and through the MAGNA distribution site of the Israeli Securities Authority (▇▇▇.▇▇▇▇▇.▇▇▇.▇▇▇.▇▇). We maintain an Internet site at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. This prospectus does not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the Commission. For further information, we refer you to the registration statement, including its exhibits and schedules, that may be found at the Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a period of 180 days after the consummation more complete description of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508matters involved.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 90 days after the consummation of the Registered Exchange Offer, they it will make this Prospectus, as amended or supplemented, available to any broker-broker- dealer for use in connection with any such resale, if required under applicable securities laws and upon prior written request. In addition, until _______, 20 199__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. prospectus.* The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-broker- dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 90 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any -------------------- * In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 __________ 200_, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any brokerBroker-dealer Dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SRider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------ Address: ------------------------------------ ------------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation expiration of the Registered Exchange Offer, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [ ], all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation expiration of the Registered Exchange Offer, Offer the Issuers Company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the SecuritiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by Regulation S-K Items 507 and/or 508.]so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. EXHIBIT B Tritel PCS, Inc. Subsidiaries* ----------------------------- ---------------------------------------------------------------------------- Subsidiary State of Formation ---------------------------------------------------------------------------- Tritel Communications, Inc. DE ---------------------------------------------------------------------------- Tritel Finance, Inc. DE ---------------------------------------------------------------------------- Tritel C/F Holding Corp. DE ---------------------------------------------------------------------------- Tritel A/B Holding Corp. DE ---------------------------------------------------------------------------- NexCom, Inc. DE ---------------------------------------------------------------------------- ClearCall, Inc. DE ---------------------------------------------------------------------------- Global PCS, Inc. DE ---------------------------------------------------------------------------- ClearWave, Inc. DE ---------------------------------------------------------------------------- DigiNet PCS, Inc. DE ---------------------------------------------------------------------------- Tritel License - Alabama, Inc. DE ---------------------------------------------------------------------------- AirCom PCS, Inc. AL ---------------------------------------------------------------------------- QuinCom, Inc. AL ---------------------------------------------------------------------------- DigiCom, Inc. DE ---------------------------------------------------------------------------- DigiCall, Inc. DE ---------------------------------------------------------------------------- Tritel License -- Florida, Inc. DE ---------------------------------------------------------------------------- Tritel License -- Georgia, Inc. DE ---------------------------------------------------------------------------- _____________________ *The Company is the only subsidiary of Tritel, Inc. EXHIBIT C Description of the Company's Capital Stock The Company has issued an outstanding 1,000 shares of common stock, par value $0.01, all of which are held by Tritel, Inc. EXHIBIT D FCC Licenses

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account accounts pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons Person may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers broker or dealers dealer and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for New Securities where such New Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-the- counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors We have agreed that, for a period starting on the Expiration Date and ending on the close of 180 business 180-days after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchaser have been sold pursuant hereto, they we will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors We will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. Furthermore, any broker-dealer that acquired any of the old notes directly from us: - may not rely on the applicable interpretation of the staff of the SEC's position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (pub. avail. June 5, 1991),), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and - must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. For a period of 180 180-days after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchaser have been sold pursuant hereto, the Issuers we will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------ Address: ------------------------------------------------ ------------------------------------------------ ------------------------------------------------

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]______________________________________________________________________________________

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus. (1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable. (1) In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the inside front cover page of the Exchange Offer prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to timetime pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or to underwriters or dealers, through agents and/or directly to one or more purchasers or through a combination of such methods. The securities may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold distributed from time to time in one or more transactions in transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the overtime of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable. Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time and we may enter into arrangements for “at-the-counter market,” equity line or similar transactions. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and an underwriter or dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the underwriter or dealer. Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions within the meaning of Section 2(a)(11) of the Securities Act. In addition, the underwriters’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority, Inc. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. If so indicated in the applicable prospectus supplement, we will authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in each applicable prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in each applicable prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that: • the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and • if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts. One or more firms, referred to as ‘‘remarketing firms,’’ may also offer or sell the securities, if a prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as our agents. These remarketing firms will offer or sell the securities in accordance with the terms of the securities. Each prospectus supplement will identify and describe any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business. Any common stock offered pursuant to this prospectus will be listed on Nasdaq, but any other securities offered pursuant to this prospectus may or may not be listed on a national securities exchange. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on Nasdaq or any securities market or other securities exchange of the securities covered by the prospectus supplement. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. Underwriters may also make a market in our common stock but will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance as to the liquidity of or the existence, development or maintenance of trading markets for any of the securities. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, through in connection with those derivatives, the writing third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of options on stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the New Securities applicable prospectus supplement (or a combination post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation. The selling stockholders, including their pledgees, donees, transferees, assignees and others who later come to hold some or all of the common stock covered by this prospectus, may from time to time offer some or all of the shares of common stock covered by this prospectus. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution. The selling stockholders have agreed to pay any underwriting discounts and commissions or similar charges incurred for the sale of such methods shares of resaleour common stock. We will not receive any proceeds from the sale by the selling stockholders of the shares of our common stock covered hereby. The selling stockholders may sell the shares of common stock covered by this prospectus from time to time, and may also decide not to sell all or any of the shares of common stock that they are allowed to sell under this prospectus. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale. These dispositions may be at fixed prices, at market prices prevailing at the time of resalesale, at prices related to such prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. Any such resale Sales may be made directly to purchasers by the selling stockholders in one or to or through brokers or more types of transactions, which may include: • purchases by underwriters, dealers and agents who may receive compensation in the form of underwriting discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholders and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it the shares of common stock for its own account pursuant to whom they may act as agent; • one or more block transactions, including transactions in which the Registered Exchange Offer and any broker or dealer that participates in so engaged will attempt to sell the shares of common stock as agent but may position and resell a distribution of such New Securities may be deemed to be an “underwriter” within the meaning portion of the Act and any profit block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of any such resale of New Securities and any commissions the trade; • ordinary brokerage transactions or concessions received transactions in which a broker solicits purchases; • purchases by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within or market maker, as principal, and resale by the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in for its account; • the Letter pledge of Transmittal. The Issuers and the Guarantors have agreed shares of common stock for any loan or obligation, including pledges to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers who may from time to time effect distributions of shares of common stock; • short sales or transactions to cover short sales relating to the shares of common stock; • one or more exchanges or over-the-counter market transactions; • through distribution by the selling stockholders or their successors in interest to their members, general or limited partners, shareholders or other equityholders (or their respective members, general or limited partners, shareholders or other equityholders); • privately negotiated transactions; • the writing of options, whether the options are listed on an options exchange or otherwise; • distributions to creditors and will indemnify the equity holders of the selling stockholders; and • any combination of the foregoing, or any other available means allowable under applicable law. The selling stockholders may also resell all or a portion of their common stock in open market transactions in reliance upon Rule 144 under the Securities Act provided they meet the criteria and conform to the requirements of Rule 144. A selling stockholder that is an entity may elect to make an in-kind distribution of common stock to its members, partners, stockholders or other equityholders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus. To the extent that such members, partners, stockholders or other equityholders are not affiliates of ours, such members, partners, stockholders or other equityholders would thereby receive freely tradable shares of common stock pursuant to a distribution pursuant to the registration statement of which this prospectus forms a part. The selling stockholders may enter into sale, forward-sale and derivative transactions with third parties, or may sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those sale, forward-sale or derivative transactions, the third parties may sell securities covered by this prospectus or the applicable prospectus supplement, including in short sale transactions and by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in the common stock. The third parties also may use shares received under those sale, forward-sale or derivative arrangements or shares pledged by the selling stockholders or borrowed from the selling stockholders or others to settle such third-party sales or to close out any related open borrowings of common stock. The third parties may deliver this prospectus in connection with any such transactions. Any third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (including any or a post-effective amendment to the registration statement of which this prospectus is a part). In addition, the selling stockholders may engage in hedging transactions with broker-dealers) against certain liabilitiesdealers in connection with distributions of common stock or otherwise. In those transactions, including liabilities under broker-dealers may engage in short sales of securities in the Actcourse of hedging the positions they assume with the selling stockholders. [If applicableThe selling stockholders may also sell securities short and redeliver securities to close out such short positions. The selling stockholders may also enter into option or other transactions with broker- dealers which require the delivery of securities to the broker-dealer. The broker-dealer may then resell or otherwise transfer such securities pursuant to this prospectus. The selling stockholders also may loan or pledge shares, add information required and the borrower or pledgee may sell or otherwise transfer the common stock so loaned or pledged pursuant to this prospectus. Such borrower or pledgee also may transfer those shares of common stock to investors in our securities or the selling stockholders’ securities or in connection with the offering of other securities not covered by Regulation Sthis prospectus. To the extent necessary, we may amend or supplement this prospectus from time to time to describe a specific plan of distribution. We will file a supplement to this prospectus, if required, upon being notified by the selling stockholders that any material arrangement has been entered into with a broker-K Items 507 and/or 508.]dealer for the sale of s

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until until_______, 20 199_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities to cover any over-allotments in connection with the distribution. The securities we offer under this prospectus may or may not be listed through The Nasdaq Global Market or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • any over-allotment or other options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by Regulation S-K Items 507 and/or 508us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 135 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [________ __], 20 1999, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 --------------- 199 , all dealers effecting transactions in the New Exchange Securities may be - required to deliver a Prospectusprospectus. /1/ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within -------- /1/ In addition, the meaning legend required by Item 502(e) of Regulation S-K will appear on the Act. For a period of 180 days after the consummation back cover page of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation effective date of the Registered Exchange Offer, Offer Registration Statement the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. ANNEX B Each broker-dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto), they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [ ] 200[ ], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto) the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by Regulation Sso acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. EXHIBIT A ADVANCE STORES COMPANY, INCORPORATED $200,000,000 10-K Items 507 and/or 508.]1/4% Senior Subordinated Notes due 2008 [Form Of] JOINDER TO THE REGISTRATION RIGHTS AGREEMENT -------------------------------------------- ___, 2001

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant All shelf information permitted under applicable securities laws to the Registered Exchange Offer must acknowledge that it be omitted from this Prospectus will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time contained in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may Prospectus Supplements that will be made directly delivered to purchasers or together with this Prospectus. Applicable securities legislation requires the delivery to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of a Prospectus Supplement containing the omitted information within a specified period of time after agreeing to purchase any of these Securities, except in cases where an exemption from such New Securitiesdelivery requirement is available. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may Each Prospectus Supplement will be deemed to be an “underwriter” within the meaning incorporated by reference into this Prospectus as of the Act date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the Offering and sale of the Securities and will set forth the terms of the Offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds we will receive and any profit of fees, discounts or any such resale of New Securities other compensation payable to underwriters, dealers or agents and any commissions or concessions received by any such persons may be deemed to be underwriting compensation other material terms of the plan of distribution. The Common Shares are listed for trading on the Nasdaq Capital Market ("NASDAQ") under the Acttrading symbol "IPA". The Letter On July 7, 2023, being the last trading day prior to the date hereof, the closing price of Transmittal states that by acknowledging that it will deliver the Common Shares on the NASDAQ was $2.99. Unless otherwise specified in an applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Units and by delivering a Prospectus, a broker-dealer Warrants will not be deemed listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which these Securities, other than the Common Shares, may be sold and purchasers may not be able to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of resell such Securities purchased under this Prospectus and any amendments applicable Prospectus Supplement. This may affect the pricing of any Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See "Risk Factors". The Company's head office is located at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its registered and records office is located at ▇▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 DOCUMENTS INCORPORATED BY REFERENCE 7 RISK FACTORS 7 CAPITALIZATION AND INDEBTEDNESS 9 USE OF PROCEEDS 9 PLAN OF DISTRIBUTION 9 DESCRIPTION OF PREFERRED SHARES 10 DESCRIPTION OF UNITS 13 DESCRIPTION OF SUBSCRIPTION RECEIPTS 13 DESCRIPTION OF DEBT SECURITIES 16 CONTRACTUAL RIGHTS OF RESCISSION 18 EXPENSES OF ISSUANCE AND DISTRIBUTION 18 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 19 WHERE YOU CAN GET MORE INFORMATION 27 DOCUMENTS ON DISPLAY 28 EXPERTS 28 LEGAL MATTERS 28 INFORMATION NOT REQUIRED IN PROSPECTUS 28 POWER OF ATTORNEY 33 AUTHORIZED REPRESENTATIVE 34 Prospective investors should rely only on the information contained or supplements incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide anyone with any different or additional information. If anyone provides any different or additional information, prospective investors should not rely on it. The Company is not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this Prospectus to in any broker-dealer jurisdiction where the offer or sale is not permitted. Prospective investors should assume that requests such the information contained in this Prospectus or any applicable Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the Letter date of Transmittalthat document, regardless of the time of delivery of this Prospectus or any applicable Prospectus Supplement or of any sale of Securities pursuant thereto. The Issuers Company's business, financial condition, results of operations and the Guarantors prospects may have agreed to pay all expenses incident changed since those dates. Statistical information and other data relating to the Registered Exchange Offer (including pharmaceutical and biotechnology industry included in this Prospectus and any applicable Prospectus Supplement are derived from industry reports published by industry analysts, industry associations and/or independent consulting and data compilation organizations. Market data and industry forecasts used throughout this Prospectus and any applicable Prospectus Supplement were obtained from various publicly available sources. Although the expenses Company believes that these independent sources are generally reliable, the accuracy and completeness of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers such information is not guaranteed and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508has not been independently verified.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _____________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Registration Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [DATE], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers Company and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Registration Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Registration Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantors have agreed to pay all expenses incident to the Registered Registration Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer exchange offer must acknowledge that it (i) has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute such New Securities and (ii) will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities only where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors We have agreed that, for a period of 180 days after from the consummation of date on which the Registered Exchange Offerexchange offer is consummated, they we will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors We will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter letter of Transmittal transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after from the consummation of date on which the Registered Exchange Offerexchange offer is consummated, the Issuers we will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter letter of Transmittaltransmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) exchange offer, other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders of the Securities (notes, including any broker-dealers) , against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by Regulation S-K Items 507 and/or 508so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the Registered Exchange Offer securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may be sold distribute securities from time to time in one or more transactions transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and an underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in negotiated the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, through the writing of options on the New Securities or a combination of such methods of resaleonce commenced, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers discontinued without notice. Certain of the underwriters or to agents and their associates may engage in transactions with and perform services for us or through brokers or dealers who may receive compensation our affiliates in the form ordinary course of commissions their respective businesses. In no event will the commission or concessions from discount received by any such Financial Industry Regulatory Authority ("FINRA") member or independent broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates participating in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning securities exceed eight percent of the Act and any profit aggregate principal amount of any such resale the offering of New Securities and any commissions securities in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a independent broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508participates.]

Plan of Distribution. Each broker-dealer We are registering shares of common stock that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to MEII under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a other broker-dealer will not be deemed dealers to admit that it participate. MEII is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. MEII has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, MEII has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter resale of Transmittalthe shares. Because MEII is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, MEII will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Issuers selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; in the over-the-counter market in accordance with the rules of NASDAQ; in transactions otherwise than on these exchanges or systems or in the over-the-counter market; through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; a combination of any such methods of sale; and any other method permitted pursuant to applicable law. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). MEII has informed us that each such broker-dealer will receive commissions from MEII which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: the name of any such broker-dealers; the number of shares involved; the price at which such shares are to be sold; the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and other facts material to the transaction. MEII has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange Act and the Guarantors rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, MEII will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holder sale of the Securities) shares of common stock. We have agreed to indemnify MEII and certain other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableMEII has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by MEII specifically for use in this prospectus or, add if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information. Reference is made to the Common Stock Purchase Agreement dated as of October 23, 2014 (the “Purchase Agreement”) between Bioheart, Inc., a corporation organized and existing under the laws of the State of Florida (the “Company”), and Magna Equities II, LLC, a New York limited liability company. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Draw Down Notice to exercise a Draw Down for the Draw Down Amount Requested indicated below. Draw Down Amount Requested (dollar amount): $ Initial Purchase Price Per Share (specify whether calculated in accordance with section (i), (ii) or (iii) of definition of Initial Purchase Price in Purchase Agreement): $ Settlement Date: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Draw Down Amount Requested does not exceed the Maximum Draw Down Amount Requested, (ii) the sale of Shares pursuant to this Draw Down Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by Regulation Sthe Investor pursuant to all prior Draw Down Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Draw Down Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation and (iv) as of the date hereof, the Company does not possess any material non-K Items 507 and/or 508.]public information. Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED Name Title: October 24th, 2014 The undersigned, the Chief Executive Officer of Bioheart, Inc., a corporation organized and existing under the laws of the State of Florida (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of October 23, 2014 (the “Agreement”), by and between the Company and Magna Equities II, LLC, a New York limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 up to 90 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 up to 90 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable_______________________________ 1 In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the inside front cover page of the Exchange Offer prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making marketmaking activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 2003, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter thecounter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]ANNEX D Rider A -------

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 20 1999, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________, 20 199_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]of

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus. (1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExchange, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable. (1) In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Issuer has agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Issuer will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Existing Notes where such Securities Existing Notes were acquired as a result of market-market making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as it may be amended or supplementedsupplemented from time to time, available to any broker-dealer for use in connection with any such resale. In addition, until _____________, 20 199_, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.* The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the SecuritiesSenior Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, liabilities including liabilities under the Securities Act. [ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________________________ Address:__________________________________________________________ __________________________________________________________ If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Senior Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by Regulation S-K Items 507 and/or 508.]so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Schedule I to the Registration Rights Agreement

Plan of Distribution. ANNEX C ------------------------------------ Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [ ] 200[ ], all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the SecuritiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersBrokers-dealersDealers. New Exchange Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Exchange Securities. Any brokerBroker-dealer Dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Exchange Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the any Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the any Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the any Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 20 2000, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors issuers have has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ___, 20 ___, all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexpiration date, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 20 199_, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for starting on the expiration date and ending on the earlier of (i) the 90th day following the expiration date (or such longer period extended on a period of 180 days after day-for-day basis if the consummation company restricts the use of the Registered prospectus during such period) and (ii) such time as no broker-dealer holds any new securities resale of which requires compliance with the prospectus delivery requirements of the Act (such period, “Exchange OfferOffer Registration Period”), they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for a period starting on the expiration date and ending on the close of 180 business 90 days after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ___, 20 ___, all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 90 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Registered Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: ● at a fixed price or prices, which may be changed; ● at market prices prevailing at the time of sale; ● at prices related to such prevailing market prices; or ● at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best-efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in negotiated the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market-making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, Commission rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any overallotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, through the writing of options on the New Securities or a combination of such methods of resaleonce commenced, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers discontinued without notice. Certain of the underwriters or to agents and their associates may engage in transactions with and perform services for us or through brokers or dealers who may receive compensation our affiliates in the form ordinary course of commissions their respective businesses. In no event will the commission or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were discount received by it for its own account pursuant to the Registered Exchange Offer and any broker Financial Industry Regulatory Authority, or FINRA, member or independent broker- dealer that participates participating in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning securities exceed 8% of the Act and any profit aggregate principal amount of any such resale the offering of New Securities and any commissions securities in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a independent broker-dealer will participates. This prospectus is part of a registration statement on Form S-3 that we filed with the Commission under the Securities Act. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not be deemed authorized anyone else to admit provide you with different information. You should not assume that it the information in this prospectus is an “underwriter” within accurate as of any date other than the meaning date on the front cover of this prospectus, regardless of the Acttime of delivery of this prospectus or any sale of securities. We file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings, including the registration statement and exhibits, are available to the public at the Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. In addition, since we are also listed on the TASE, we submit copies of all our filings with the Commission to the Israeli Securities Authority and the TASE. Such copies can be retrieved electronically through the TASE’s internet messaging system (▇▇▇.▇▇▇▇.▇▇▇▇.▇▇.▇▇) and through the MAGNA distribution site of the Israeli Securities Authority (▇▇▇.▇▇▇▇▇.▇▇▇.▇▇▇.▇▇). We maintain an Internet site at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. This prospectus does not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the Commission. For further information, we refer you to the registration statement, including its exhibits and schedules, that may be found at the Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a period of 180 days after the consummation more complete description of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508matters involved.]

Plan of Distribution. Each broker-dealer that receives New Securities exchange notes for its own account pursuant to the Registered Exchange Offer exchange offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesexchange notes. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities exchange notes received in exchange for Securities unregistered notes where such Securities unregistered notes were acquired as a result of market-making activities or other trading activities. The Issuers and To the Guarantors extent any such broker-dealer participates in the exchange offer, we have agreed that, that for a period of up to 180 days after the consummation of the Registered Exchange Offer, they we will use commercially reasonable efforts to make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any proceeds from any sale of New Securities exchange notes by brokersbroker-dealers. New Securities Exchange notes received by broker-dealers for their own account accounts pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities exchange notes or a combination of such these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Securitiesexchange notes. Any broker-dealer that resells New Securities exchange notes that were received by it for its own account pursuant to the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities exchange notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter letter of Transmittal transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers exchange offer and will indemnify the holders of the Securities (outstanding notes, including any broker-dealers) , against certain liabilities, including liabilities under the Securities Act. [If applicableBarclays Capital Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated As Representatives of the several Initial Purchasers named in Schedule I attached hereto, add information required c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as special counsel to The ▇▇▇▇▇▇▇ Group, Inc., a Delaware corporation (the “Company”), and the Guarantors referred to below in connection with the Purchase Agreement, dated March 11, 2011, among the Initial Purchasers named on Schedule I thereof (the “Initial Purchasers”), the Company and the guarantors named on Schedule II thereof (the “Guarantors”) (the “Purchase Agreement”), relating to the purchase today by Regulation S-K Items 507 and/or 508.]the Initial Purchasers of $50,000,000 aggregate principal amount of 10.875% Senior Notes due 2018 (the “Notes”) of the Company. The Notes are to be issued under the Indenture, dated as of May 28, 2010, among the Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of December 29, 2010 (as so supplemented, the “Indenture”). This opinion is being furnished at the request of the Company as contemplated by Section 7(b) of the Purchase Agreement. Capitalized terms used and not otherwise defined in this letter have the respective meanings given those terms in the Purchase Agreement. In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation of first anniversary following the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 199 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.*/ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. -------- */ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities 2013 Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities2013 Notes. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities 2013 Notes received in exchange for Securities Original 2013 Notes where such Securities Original 2013 Notes were acquired as a result of market-making activities or other trading activities. The Issuers Each of the Issuer and the Guarantors have Parent has agreed that, for a period starting on the Expiration Date and ending on the close of business on the day that is 180 days after following the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 2006, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and prospectus.* Neither the Guarantors Issuer nor Parent will not receive any proceeds from any sale of New Securities 2013 Notes by brokersbroker-dealers. New Securities 2013 Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities 2013 Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities2013 Notes. Any broker-dealer that resells New Securities 2013 Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities 2013 Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities 2013 Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Issuer and Parent will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors Parent have agreed to pay all expenses incident to the Registered Exchange Offer (including other than the expenses of one counsel for the holder Holders of the SecuritiesOriginal 2013 Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities Original 2013 Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation of 180th day following the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 199 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities resales new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Reference is hereby made to the Registration Rights Agreement, dated as of April 17, 2014 (the “Registration Rights Agreement”), by and among Caesars Growth Properties Holdings, LLC, a Delaware limited liability company (the “Company”), Caesars Growth Properties Finance, Inc., a Delaware corporation (“Finance” and, together with the Company, the “Issuers”), Citigroup Global Markets Inc., as representative of the Initial Purchasers, concerning the registration rights relating to the Issuers’ $675,000,000 aggregate principal amount of their 9.375% Second-Priority Senior Secured Notes due 2022 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the respective meanings given to them in the Registration Rights Agreement.

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after starting on the consummation Expiration Date and ending on the earlier of the Registered close of business on the first anniversary of the Expiration Date or the date upon which all Exchange OfferSecurities have been sold by such participating broker-dealer (the "Registration Period"), they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________, 20 199_, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferRegistration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ___________________________ Address: ________________________ ------------------------

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation under the Act. The Letter of Transmittal states that to be received by acknowledging that it will deliver and by delivering a Prospectus, a any FINRA member or independent broker-dealer will not shall be deemed fair and reasonable. We may enter into agreements to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offerindemnify underwriters, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities in connection with the distribution. The securities we offer under this prospectus may or may not be listed through The Nasdaq Stock Market or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • any options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required by Regulation S-K Items 507 and/or 508.]to settle

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 _____________,1999, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of from any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the SecuritiesInitial Notes) other than dealers' and brokers' discounts, commissions or concessions of any brokers or dealers and counsel fees and will indemnify the holders of the Securities Initial Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until _____, 20 200___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-S K Items 507 and/or 508.]] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicableIF APPLICABLE, add information required by Regulation ADD INFORMATION REQUIRED BY REGULATION S-K Items ITEMS 507 and/or AND/OR 508.]] 21 ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- --------------------------------------------------

Plan of Distribution. Each broker-dealer We are registering shares of common stock that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to Hanover under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a other broker-dealer will not be deemed dealers to admit that it participate. Hanover is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter resale of Transmittalthe shares. Because Hanover is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Hanover will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Issuers selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Hanover has informed us that each such broker-dealer will receive commissions from Hanover which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: · the name of any such broker-dealers; · the number of shares involved; · the price at which such shares are to be sold; · the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and · other facts material to the transaction. Hanover has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange Act and the Guarantors rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, Hanover will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holder sale of the Securities) shares of common stock. We have agreed to indemnify Hanover and certain other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableHanover has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Hanover specifically for use in this prospectus or, add if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information. Reference is made to the Common Stock Purchase Agreement dated as of June 20, 2013 (the “Purchase Agreement”) between Santo Mining Corp., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Draw Down Notice to exercise a Draw Down for the Draw Down Amount Requested indicated below. Pricing Period start date: Pricing Period end date: Settlement Date: Floor Price (calculated per Floor Price definition): On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Draw Down Amount Requested does not exceed the Maximum Draw Down Amount Requested, (ii) the sale of Shares pursuant to this Draw Down Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Draw Down Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Draw Down Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation, (iv) as of the date hereof, the Company does not possess any material non-public information, and (v) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by Regulation S-K Items 507 and/or 508.]the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the date hereof and shall perform, satisfy and comply in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable settlement date, including without limitation, delivery of all certificates and bring down opinions required to be delivered by the Purchase Agreement. Dated: By:___________________________________________ Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: _________________________________________ Name Title: The undersigned, the [___________] of Santo Mining Corp., a corporation organized and existing under the laws of the State of Nevada (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of June 20, 2013 (the “Agreement”), by and between the Company and Hanover Holdings I, LLC, a New York limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: ____________________________________________ ____________________________________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E AMERICAN TOWERS, INC. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT -- IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depositary Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the American Towers, Inc. (the "Company") 12.25% Senior Subordinated Discount Notes due 2008 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If applicableyou require more copies of the enclosed materials or have any questions pertaining to this matter, add information required please contact American Towers, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. AMERICAN TOWERS CORPORATION (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Warrant Registration Rights Agreement (the "Warrant Registration Rights Agreement") between American Towers, Inc. (the "Company") and the Purchasers named therein. Pursuant to the American Towers, Inc. Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form ___ (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 Company's 12.25% Senior Subordinated Discount Notes due 2008, (the "Securities"). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by Regulation S-K Items 507 and/or 508it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ______, 20 19__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days 1 year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter letter of Transmittaltransmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SThe Company has not entered into any arrangements or understandings with any person to distribute the New Securities to be received in the Exchange Offer. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Number of copies: ------------------------------------------

Plan of Distribution. Each broker-dealer that receives New We may sell Securities to one or more underwriters or dealers for its own account pursuant public offering and sale by them, or we may sell the Securities to investors directly or through agents. The applicable prospectus supplement will set forth the Registered Exchange Offer must acknowledge that it terms of the offering and the method of distribution and will deliver a Prospectus identify any firms acting as underwriters, dealers or agents in connection with the offering, including: • the name or names of any resale underwriters; • the purchase price of the Securities; • any underwriting discounts and other items constituting underwriters’ compensation; • any initial public offering price and the net proceeds we will receive from such New Securities. This Prospectus, as it sale; • any discounts or concessions allowed or reallowed or paid to dealers; and • any Securities exchange or market on which the Securities offered in the prospectus supplement may be amended or supplemented from time to time, listed. We may be used by a broker-dealer in connection with resales of New distribute our Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies, including in the over“at-the-counter market” offerings. We may sell Securities through a rights offering, in negotiated transactionsforward contracts, through or similar arrangements. We may authorize underwriters, dealers, or agents to solicit offers by certain purchasers to purchase the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing from us at the time public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of resale, at prices related to such prevailing market prices or negotiated pricesthese contracts. Any such resale underwriting discounts or other compensation which we pay to underwriters or agents in connection with the offering of our Securities, and any discounts, concessions or commissions which underwriters allow to dealers, will be set forth in the prospectus supplement. Underwriters may be made directly to purchasers or sell our Securities to or through brokers or dealers, and such dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer and/or the underwriters and commissions from the purchasers of any such New Securitiesfor whom they may act as agents. Any broker-dealer Underwriters, dealers and agents that resells New Securities that were received by it for its own account pursuant to participate in the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New our Securities may be deemed to be an “underwriter” within underwriters under the meaning of the Securities Act and any discounts or commissions they receive from us and any profit of any such on the resale of New our Securities and any commissions or concessions received by any such persons they realize may be deemed to be underwriting compensation discounts and commissions under the Securities Act. The Letter of Transmittal states that by acknowledging that it Any such underwriter or agent will deliver be identified, and by delivering a Prospectusany such compensation received from us, a broker-dealer will not be deemed described in the applicable supplement to admit that it is an “underwriter” within this prospectus. Unless otherwise set forth in the meaning supplement to this prospectus relating thereto, the obligations of the Actunderwriters or agents to purchase our Securities will be subject to conditions precedent and the underwriters will be obligated to purchase all our offered Securities if any are purchased. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus The public offering price and any amendments discounts or supplements concessions allowed or reallowed or paid to dealers may be changed from time to time. Any common shares sold pursuant to this Prospectus prospectus and applicable prospectus supplement, will be approved for trading, upon notice of issuance, on the NYSE American or such other stock exchange on which our Securities are listed. Agents and underwriters may be entitled to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) indemnification by us against certain civil liabilities, including liabilities under the ActSecurities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. [An underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Securities laws. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the Securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the Securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the Securities to be higher than it would otherwise be. The underwriters may engage in these activities on any exchange or other market in which the Securities may be traded. If applicablecommenced, add information required by Regulation S-K Items 507 and/or 508the underwriters may discontinue these activities at any time. Certain of the underwriters and their affiliates may be customers of, engage in transactions with, and perform services for, us and our subsidiaries, if any, in the ordinary course of business at any time. We may sell the Securities covered in this prospectus in any of these ways (or in any combination).]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities [Securities] were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200[ ], all dealers effecting ---------- transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------ Address: ------------------------ ------------------------

Plan of Distribution. Each broker-dealer that receives New Securities exchange securities for its own account pursuant to the Registered Exchange Offer exchange offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesexchange securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities exchange securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have NII Capital Corp. has agreed that, for a period beginning on the date of 180 consummation of the exchange offer and ending on the close of business 180-days after the consummation of the Registered Exchange Offerexchange offer, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ___, 20 ___, all dealers effecting transactions in the New Securities exchange securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities exchange securities by brokers-dealers. New Securities Exchange securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities exchange securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesexchange securities. Any broker-dealer that resells New Securities exchange securities that were received by it for its own account pursuant to the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities exchange securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities exchange securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexchange offer, the Issuers NII Capital Corp. will promptly send a reasonable number of additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have NII Capital Corp. has agreed to pay all expenses incident to the Registered Exchange Offer exchange offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersBrokers-dealersDealers. New Exchange Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Exchange Securities. Any brokerBroker-dealer Dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Exchange Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. [ ], 2018 Citigroup Global Markets Inc. As Representative of the several Initial Purchasers named in Schedule I hereto c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Reference is made to that registration rights agreement (the “Registration Rights Agreement”) dated as of January 26, 2018 among Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and the indirect parent company of Crown Americas LLC, a Pennsylvania limited liability company (the “Company”), and Crown Americas Capital Corp. VI, a Delaware corporation (“Crown Americas Capital VI” and, together with the Company, the “Notes Issuers”), the Crown Guarantors and Citigroup Global Markets Inc., as the Representative, relating to the issuance and sale to the Initial Purchasers of $875,000,000 aggregate principal amount of the Note Issuers’ 4.750% Senior Notes due 2026 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement. The Registration Rights Agreement contemplates that substantially concurrently with the consummation of the Acquisition, each of Signode’s subsidiaries that guarantee the Notes will becomes parties to the Registration Rights Agreement by executing this Registration Rights Joinder.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20 ______, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to timetime pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: †¢ at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; †¢ at market prices prevailing at the time of resale, sale; †¢ at prices related to such prevailing market prices prices; or †¢ at negotiated prices. Any Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including the offering price of the securities and the proceeds to us, if applicable. Offers to purchase the securities being offered by this prospectus may be made directly solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such New Securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resells New Securities that were received by it for its own account pursuant compensation paid to underwriters, dealers or agents in connection with the Registered Exchange Offer offering of the securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers will be provided in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Any common stock will be listed on The NASDAQ Global Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. If indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement so indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-K Items 507 and/or 508effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, San Diego, California, will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf of SeaSpine Holdings Corporation. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 20 199_, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, Expiration Date the Issuers will shall promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: --------------------------------- Address: --------------------------------- ---------------------------------