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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge and agree that it will deliver a Prospectus prospectus (the "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 New Notes where such Securities New Notes 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 , ,] all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities Exchange Notes by brokersBroker-dealersDealers. 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 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 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 We may be amended or supplemented offer securities under this prospectus 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 securities covered by this prospectus are offered, 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. 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 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, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. The 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. [The terms of such “at the market offerings” will be set forth in the applicable prospectus supplement. We may engage an agent to act as a sales agent in such “at the market offerings” on a best efforts basis using commercially reasonable efforts consistent with normal trading and sales practices, on mutually agreed terms between such agent and us. We will name any agent involved in such “at the market offerings” of securities and will list commissions payable by us to these agents in the applicable prospectus supplement. 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. 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 ProspectusThe Fund may offer, 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 Common Shares, and the Guarantors have agreed that, for a period of 180 days after the consummation certain of the Registered Exchange OfferFund’s shareholders may sell Common Shares, they will make this Prospectuson an immediate, as amended continuous or supplementeddelayed basis, 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 underwritten public offerings, “at the over-the-counter market” offerings (through one or more underwriters or dealers, in negotiated transactionsincluding but not limited to UBS Securities LLC, through acting as principal or agent for the writing of options on the New Securities Fund) or a combination of such methods of resaleboth offerings under this Prospectus and any related prospectus supplement. The Fund may offer to sell securities either at a fixed price or at prices that may vary, at market prices prevailing at the time of resalesale, at prices related to such prevailing market prices prices, or at negotiated prices. Any such resale underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will disclose any sales loads, discounts, commissions, fees or other compensation paid to any underwriter, dealer or agent, the offering price, net proceeds and use of proceeds and the terms of any offering of the securities. Underwriters or agents may be made directly to purchasers receive compensation from the Fund in the form of discounts, concessions or commissions. Underwriters may sell Common Shares 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 the underwriters and/or 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 Securities the Common Shares may be deemed to be an “underwriter” within underwriters under the meaning of Securities Act, and any discounts and commissions they receive from the Act Fund and any profit of any such realized by them on the resale of New Securities and any commissions or concessions received by any such persons the Common Shares may be deemed to be underwriting compensation discounts and commissions under the Securities Act. Any such compensation received from the Fund will be described in the applicable prospectus supplement. The Letter maximum amount of Transmittal states that compensation to be received by acknowledging that it will deliver and by delivering a Prospectus, a any Financial Industry Regulatory Authority member or independent broker-dealer will not be deemed exceed 8.0% for the sale of any securities being registered pursuant to admit that it is Rule 415 under the Securities Act. The Fund will not pay any compensation to any underwriter or agent in the form of warrants, options, consulting or structuring fees or similar arrangements. If a prospectus supplement so indicates, the Fund may grant the underwriters an “underwriter” within option, exercisable for 45 days from the meaning date of the Actprospectus supplement, to purchase an additional amount of Common Shares to cover over-allotments, if any, at the public offering price, less the underwriting discounts and commissions. For a period The underwriters or agents may exercise such option solely for the purpose of 180 days after covering over-allotments incurred in the consummation sale of the Registered Exchange OfferCommon Shares offered hereby. In connection with an offering, the Issuers will promptly send additional copies underwriters or agents may purchase and sell Common Shares in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with an offering. Stabilizing transactions consist of this Prospectus certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Common Shares and any amendments syndicate short positions involve the sale by the underwriters of a greater number of Common Shares than they are required to purchase from the Fund in an offering. The underwriters or supplements agents also may impose a penalty bid, whereby selling concessions allowed to this Prospectus to any syndicate members or other broker-dealer dealers in respect of the Common Shares sold in an offering for their account may be reclaimed by the syndicate if such Common Shares are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Common Shares, which may be higher than the price that requests such documents might otherwise prevail in the Letter of Transmittalopen market; and these activities, if commenced, may be discontinued at any time without notice. These transactions may be effected on the NYSE or otherwise.‌‌‌ The Issuers and the Guarantors have agreed Fund anticipates that from time 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 time certain underwriters or concessions of any agents may act as brokers or dealers and will indemnify in connection with the holders execution of the Securities (including any broker-dealers) against Fund’s portfolio transactions after they have ceased to be underwriters or agents and, subject to certain liabilitiesrestrictions, including liabilities under may act as brokers while they are underwriters or agents. Certain underwriters and agents have performed investment banking and advisory services for the ActAdviser and its related parties from time to time, for which they have received customary fees and expenses. [If applicableCertain underwriters and agents may, add information required from time to time, engage in transactions with or perform services for the Adviser and its affiliates in the ordinary course of business. A prospectus and accompanying prospectus supplement in electronic form may be made available on the websites maintained by Regulation S-K Items 507 and/or 508the Fund, the underwriters and agents. The underwriters and agents may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for Internet distributions will be made on the same basis as other allocations. In addition, securities may be sold by the underwriters and agents to securities dealers who resell securities to online brokerage account holders.]

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 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 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 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 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.]] 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 Offered Securities where such Offered 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 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 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 from time to time; • 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, 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 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 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 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 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 date that is 180 days from the Issue Date, 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 brokers-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 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.] 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. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and it has not made arrangements or understandings with any Person to participate in a distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Notes 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 Notes; 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. STAPLES, 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 Staples, Inc. (the "Company") 7.375% Senior Notes due October 1, 2012 (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 you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Staples, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. STAPLES, INC. (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Registration Rights Agreement (the "Registration Rights Agreement") among Staples, Inc. (the "Company"), Staples the Office Superstore, Inc., Staples the Office Superstore East, Inc., Staples Contract and Commercial, Inc., Hackensack Funding, LLC and Rochester Capital, LLC (the "Subsidiary Guarantors") and the Initial Purchasers named therein. Pursuant to the 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 7.375% Senior Notes due October 1, 2012, (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 it 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 brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge and agree that it will deliver a Prospectus prospectus (the "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 New Notes where such Securities New 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 brokerBroker-dealer 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-dealersDealers. 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 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 will Company shall 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 SecuritiesNew Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities New Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Items 507 and 508 of Regulation S-K Items 507 and/or 508.]K.] 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 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 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.]] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 Company and each of the Guarantors have guarantors 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 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 new securities may be required to deliver a Prospectusprospectus. The Issuers company and each of the Guarantors guarantors 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 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 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 expiration date, each of the Registered Exchange Offer, company and the Issuers guarantors 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 Each of the company and the Guarantors have guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders 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 brokerBroker-dealer 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 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 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 business 90 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 , 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 Notes by brokersbroker-dealers. New Securities 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 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 SecuritiesNotes. Any brokerBroker-dealer 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 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 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 SANNEX D Rider 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 AMENDMENT 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 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-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 Company 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 brokerBroker-dealer 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 Company 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 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 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 Company 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 Securities Act. [If applicable, add information required by Regulation SCHECK 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 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 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 of 180 at least 120 days after the consummation of the Registered Exchange Offer, they will Offer to 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 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 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 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 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 at least 120 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 any Special Counsel for the holder holders of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities Notes participating in the Exchange Offer (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 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 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 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 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 Issuer 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 Issuer 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 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 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 , 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 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 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 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, “at the market” 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 ActSecurities Act of 1933, as amended, 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. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act of 1933, as amended. 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. 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 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 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 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 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 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_____________________ 1 In addition, add information the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508will appear on the back cover page of the Exchange Offer 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 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 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 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-------- 1 In addition, add information the legend required by Regulation Item 502(e) of Regulations S-K Items 507 and/or 508will appear on the back cover page of the Exchange Offer 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 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 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 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 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 ---------------- */ 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. 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 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 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. 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 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-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 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: --------------------------------- ---------------------------------

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 __________, 20 200__, 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 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 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 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.]

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”) 7.25% Senior Notes due 2019 issued on June 10, 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 (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 7.25% Senior Notes due 2019 issued on June 10, 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 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 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 Issuer and the Guarantors Guarantor have agreed that, for a period of 180 90 days after the consummation of the Registered Exchange Offer, 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 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and prospectus.1 Neither the Guarantors Issuer nor the Guarantor 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, Issuer and the Issuers Guarantor 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 Guarantor 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 applicableIn addition, add information the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508will appear on the back cover page of the Registered Exchange Offer prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant We may sell the shares of our Class A common stock included in this prospectus 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 through one or more transactions in the over-the-counter marketunderwriters, in negotiated transactionsdealers or agents or directly to purchasers, through the writing of options on the New Securities or a combination of such methods of resaleat fixed prices, which may be changed, at market prices prevailing at the time of resalesale, at prices related to such the prevailing market prices prices, or at privately negotiated prices. Any We may offer and sell some or all of the shares of our Class A common stock included in this prospectus by or through a broker-dealer in one or more, or a combination, of the following methods: • purchases by the broker-dealer as principal, and resale by the broker-dealer for its account; • a block trade in which the broker-dealer may attempt to sell the shares as agent, but may resell all or a portion of the block as principal in order to facilitate the transaction; or • transactions in which the broker-dealer as agent solicits purchasers and ordinary brokerage transactions by the broker-dealer as agent. If required, a prospectus supplement related to any such offering by us will set forth the terms of such offering. We may directly make offers to sell the shares of our Class A common stock included in this prospectus to, or solicit offers to purchase the shares of Class A common stock from, purchasers from time to time. If required, a prospectus supplement related to any such offering by us will set forth the terms of such offering. We may sell the shares of our Class A common stock included in this prospectus from time to time to one or more underwriters, which would purchase the shares as principal for resale to purchasers, on a firm-commitment or other basis, or act as our agents. If we sell shares of Class A common stock to underwriters, we may execute an underwriting agreement with them at the time of sale and will name them in the prospectus supplement related to any such offering. In connection with those sales, underwriters may be made directly deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers or of shares of Class A common stock for which they may act as agents. Underwriters may resell the shares of Class A common stock to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from the underwriters and/or commissions from purchasers for which they may act as agents. The prospectus supplement related to any such broker-dealer and/or offering will include any required information about underwriting compensation we pay to underwriters, and any discounts, concessions or commissions underwriters allow to participating dealers, in connection with such offering. From time to time, we may sell the purchasers shares of our Class A common stock included in this prospectus to one or more dealers acting as principals. If required, the prospectus supplement related to any such New Securities. Any broker-dealer that resells New Securities that were received offering by it for its own account pursuant us will name such dealers, and will include information about any compensation paid to the Registered Exchange Offer and any broker or dealer that participates dealers, in a distribution of such New Securities offering. The dealers, which may be deemed to be an “underwriterunderwriters” within as that term is defined in the meaning Securities Act, may then resell the shares to purchasers. We may also designate broker-dealers as agents from time to time to solicit offers from purchasers to purchase the shares of our Class A common stock included in this prospectus, or to sell such shares of Class A common stock in brokerage transactions, on our behalf. If required, the Act and any profit of prospectus supplement related to any such resale of New Securities offering by us will name such agents, and will include information about any commissions or concessions received by any paid to the agents, in such persons offering. Agents may be deemed to be underwriting compensation under “underwriters,” as that term is defined in the Securities Act, in such offering. In connection with a firm commitment offering, the underwriters may purchase and sell the shares of our Class A common stock included in this prospectus in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Class A common stock while an offering is in progress. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering underwriters also may impose a Prospectus, penalty bid. This occurs when a broker-dealer will not be deemed particular underwriter repays to admit that it is an “underwriter” within the meaning underwriters a portion of the Actunderwriting discount received by it because the underwriters have repurchased shares of Class A common stock sold by or for the account of that underwriter in stabilizing or short-covering transactions. For a period of 180 days after These activities by the consummation underwriters may stabilize, maintain or otherwise affect the market price of the Registered Exchange OfferClass A common stock. As a result, the Issuers will promptly send additional copies price of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer the Class A common stock may be higher than the price that requests such documents otherwise might exist in the Letter of Transmittalopen market. The Issuers and If these activities are commenced, they may be discontinued by the Guarantors have agreed to pay all expenses incident to underwriters at any time. These transactions may be effected on or through the Registered Exchange Offer (including Nasdaq Global Select Market, the expenses of one counsel existing trading market for the holder of Class A common stock, or in the Securities) other than commissions over-the-counter market or concessions of any brokers otherwise. We or dealers and will indemnify the holders of the Securities (including any our underwriters, broker-dealers) , or agents may make sales of the shares of our Class A common stock included in this prospectus that are deemed to be at-the-market equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market, the principal trading market for our Class A common stock, or in the over-the-counter market. Any underwriters, broker-dealers, or agents offering the shares of our Class A common stock included in this prospectus will not confirm sales to any accounts over which they or their affiliates exercise discretionary authority without the prior approval of the customer. Underwriters, broker-dealers, agents and other persons may be entitled, under agreements that they may enter into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act, in connection with an offering of the shares of Class A common stock included in this prospectus. [If applicableThe underwriters, add broker-dealers, agents, and their associates may be affiliates or customers of or lenders to, and may engage in transactions with and perform services for, us and our affiliates in the ordinary course of business. In this regard, CF&Co, our broker-dealer affiliate, is a member of the Financial Industry Regulatory Authority, Inc., which we refer to as “FINRA,” and may participate in offerings of the shares of our Class A common stock included in this prospectus. Accordingly, offerings of the shares of Class A common stock included in this prospectus in which CF&Co participates will conform to the requirements set forth in Rule 2720 of the Conduct Rules of FINRA. CF&Co and its affiliates, including Cantor, have provided investment banking services to us and our affiliates in the past and/or may do so in the future. They receive customary fees and commissions for these services. In addition, they may also receive brokerage services and market data and analytics products from us and our affiliates. For further information required by Regulation Sabout our relationship with ▇▇▇▇▇▇ and its affiliates, including CF&Co, see our latest Annual Report on Form 10-K Items 507 and/or 508filed with the SEC, and any updates thereto contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which are incorporated by reference herein. As a result of requirements of FINRA, the maximum discount, concession or commission to be received by any FINRA member or independent broker- dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any of the shares of our Class A common stock included in this prospectus.]

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 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 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 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 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 Company and the Guarantors Guarantor 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 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 2001, all dealers effecting transactions in the New Securities Notes may be required to deliver a Prospectusprospectus. The Issuers Company and the Guarantors Guarantor will not receive any proceeds from any sale of New Securities Notes by brokers-dealers. New Securities 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 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 SecuritiesNotes. Any brokerBroker-dealer 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 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 and the Guarantor 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 Company and the Guarantors Guarantor have 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 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 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 __________, 20 199__, 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 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 broker-dealer 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 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.]] ANNEX D Rider A -------

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”) 7.000% Senior Notes due 2017 (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 (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 7.000% Senior Notes due 2017 (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 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 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 20___, 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, 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 SANNEX D RIDER 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 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 or make one available. 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 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 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 “at-the- market” offerings. We may sell Securities through a rights offering, forward contracts, or similar arrangements. We may authorize underwriters, dealers, or agents to solicit offers by certain purchasers to purchase the Securities from us at the public offering price set forth in the over-the-counter marketprospectus 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, in negotiated transactions, through and the writing prospectus supplement will set forth any commissions we pay for solicitation 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 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 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 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 __________, 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-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 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 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 We may sell the securities offered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them or may sell the securities offered by this prospectus to investors directly or through agents. Any underwriter or agent involved in 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 offer and the Guarantors have agreed that, for a period of 180 days after the consummation sale of the Registered Exchange Offer, they securities offered by this prospectus 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 be named in the New Securities may be required applicable prospectus supplement. We have reserved the right 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 sell or exchange securities directly to investors on our or their own account pursuant behalf in those 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 resale Underwriters may offer and sell the securities offered by this prospectus at a fixed price or prices, which may be made directly changed, at prices related to the prevailing market prices at the time of sale or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities offered by this prospectus upon the terms and conditions as are set forth in the applicable prospectus supplement. In connection with the sale of securities offered by this prospectus, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers or of securities offered by this prospectus for whom they may act as agent. Underwriters may sell the securities offered by this prospectus 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 for whom they may act as agent. If so indicated in the applicable prospectus supplement, the underwriters may reimburse us for some or all of any such New Securitiesour expenses in an offering. Any broker-dealer that resells New Securities that were received underwriting compensation paid by it for its own account pursuant us to underwriters or agents in connection with the Registered Exchange Offer offering of the securities offered by this prospectus, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers, will be set forth in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such New Securities the securities offered by this prospectus may be deemed to be an “underwriter” within the meaning of the Act underwriters, 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 the securities offered by any such persons this prospectus may be deemed to be underwriting compensation discounts and commissions, under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusUnderwriters, 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 may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. [If applicableso indicated in the applicable prospectus supplement, add information required we will authorize dealers acting as our agents to solicit offers by Regulation S-K Items 507 and/or 508.]certain institutions to purchase the securities offered by this prospectus from us at the public offering price set forth in that prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in that prospectus supplement. Each delayed delivery contract will be for an amount not less than, and the aggregate principal amount of the securities offered by this prospectus sold pursuant to delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with whom delayed delivery 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 will in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except:

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 business 180 days after the consummation of the Registered Exchange OfferExpiration Date (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), 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 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 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 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 S-K Items 507 and/or 508.]

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 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 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 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 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. 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 broker-dealer In order to provide liquidity to Parent Stock Recipients receiving Parent Shares in connection with the transactions contemplated by this Agreement, Parent has agreed to file the Resale Registration Statement. Such Parent Stock Recipients acknowledge that receives New Securities for its own account Parent will be required in the Resale Registration Statement to provide a description of the methods and plans by which such Parent Stock Recipients may distribute and resell the Parent Shares acquired pursuant to this Agreement. Accordingly, such Parent Stock Recipients have advised Parent, acknowledging that Parent will rely thereon in preparation of the Resale Registration Statement, that Parent Shares may be sold by or on behalf of such Parent Stock Recipients through or to brokers or dealers, or directly to investors pursuant to the Registered Exchange Offer must acknowledge prospectus contained in the Resale Registration Statement (or another prospectus contained in and forming a part of an effective registration statement under the Securities Act) or in transactions that it will deliver are exempt from the requirements of registration under the Securities Act, at a Prospectus in connection with any resale of such New Securities. This Prospectusfixed price or prices, as it which may be amended or supplemented changed from time to time, at market prices prevailing at the time of such sale, at prices related to such market prices or at negotiated prices, and in connection therewith distributors' or sellers' commissions may be used by a broker-dealer in connection with resales of New Securities received in exchange paid or allowed. Brokers or dealers may act as agents for Securities where such Securities were acquired Parent Stock Recipients, or may purchase shares from such Parent Stock Recipients as a result of market-making activities or other trading activities. The Issuers principal 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 thereafter resell 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 shares from time to time in one or more through transactions or distributions (which may involve crosses and block transactions) on the New York Stock Exchange, the London Stock Exchange or other United States or foreign stock exchanges where trading privileges are available, in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities private transactions or a in some combination of the foregoing. Each 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 Parent Stock Recipient agrees that if Parent Shares are sold 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 acting as such, only one broker or dealer that participates in at a distribution of time will be used by 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 508Parent Stock Recipient.]

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.]