Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Payments made to a United States Holder in connection with the Offer or the Merger will be subject to information reporting and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of backup withholding, such United States Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments to a Non-United States Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at a rate of 24%) unless such Non-United States Holder certifies on the applicable IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8). Copies of any such information return may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States Holder resides. Backup withholding is not an additional tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of tax, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

Information Reporting and Backup Withholding. Payments made The Reorganized Debtor (or its paying agent) may be obligated to a United States Holder in connection with furnish information to the Offer IRS regarding the consideration received by Holders (other than corporations and other exempt Holders) pursuant to the Plan. In addition, the Reorganized Debtor (or the Merger its paying agent) will be subject required to report annually to the IRS with respect to each Holder (other than corporations and other exempt Holders) the amount of interest paid and OID, if any, accrued on the New Notes, and the amount of any tax withheld from payment thereof. The IRS may make the information returns reporting such interest and U.S. federal backup dividends and withholding (currently at a rate of 24%) unless (i) available to tax authorities in the case of backup withholding, such United States Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments to country in which a Non-United States U.S. Holder in connection with the Offer or the Merger is resident. U.S. Holders may be subject to backup withholding (currently at a rate of 2428%) unless such Non-United States Holder certifies on the applicable consideration received pursuant to the Plan. Backup withholding may also apply to interest, OID and principal payments on the New Notes and proceeds received upon sale or other disposition of the New Notes. Certain Holders (including corporations) generally are not subject to backup withholding. A U.S. Holder that is not otherwise exempt generally may avoid backup withholding by furnishing to the Reorganized Debtor (or its paying agent) its taxpayer identification number and certifying, under penalties of perjury, that the taxpayer identification number provided is correct and that the Holder has not been notified by the IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory subject to the Depositary or other applicable withholding agentbackup withholding. Payments to a A Non-U.S. Holder generally will not be subject to backup withholding provided that the payor does not have actual knowledge or reason to know that it is a United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption person (which generally can be done by providing the applicable IRS Form W-8). Copies of any such information return may be made available as defined under the provisions of a specific treaty or agreement to IRC) and the tax authorities of the country in which the Non-United States Holder residescertification requirements described above under “—Interest Payments; Accrued but Unpaid Interest” have been met. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their federal income tax and liability or may be refunded or credited claim a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service to the extent it results in an overpayment of tax, provided that such holder furnishes the required information to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in incomeTHE FOREGOING DISCUSSION OF FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO EACH HOLDER SHOULD CONSULT YOUR ITS OWN TAX ADVISORS TO DETERMINE ADVISOR REGARDING THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PLAN DESCRIBED HEREIN. NEITHER THE PROPONENTS NOR THEIR PROFESSIONALS WILL HAVE ANY LIABILITY TO ANY PERSON OR NON-U.S. HOLDER ARISING FROM OR RELATED TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWSCONSEQUENCES OF THE PLAN OR THE FOREGOING DISCUSSION.

Information Reporting and Backup Withholding. Payments made Information reporting generally will apply to payments to a United States Holder in connection with stockholder pursuant to the Offer or the Merger will be Merger, unless such stockholder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that is subject to information reporting and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of generally will also be subject to backup withholding, unless such United States U.S. Holder provides an accurate the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number (whichis correct, for or otherwise establishes an individual United States Holder, is the United States Holder’s social security number) exemption. The information reporting and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding rules that apply to payments to a stockholder pursuant to the Offer and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments Merger generally will not apply to payments to a Non-United States U.S. Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at a rate of 24%) unless if such Non-United States U.S. Holder certifies on the applicable IRS Form W-8 (a copy under penalties of which can be obtained from the Depositary) perjury that it is not a U.S. person, person (generally by providing an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agentexemption. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required U.S. Holders should consult their own tax advisors to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (determine which generally can be done by providing the applicable IRS Form W-8)W-8 is appropriate. Copies of any such information return may be made available under the provisions of a specific treaty or agreement Certain stockholders (including corporations) generally are not subject to the tax authorities of the country in which the Non-United States Holder residesbackup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of tax, provided that such holder furnishes liability if the required information is properly and timely furnished by such U.S. Holder to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemptionTHE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO DETERMINE THE TAX CONSIDERATIONS YOU OF THE OFFER AND OR THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR LOCAL, NON-U.S. TAX UNITED STATES, OR OTHER LAWS.. Table of Contents

Information Reporting and Backup Withholding. Payments The Debtors will withhold all amounts required by law to be withheld from payments of interest and dividends. The Debtors will comply with all applicable reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to a United States Holder in connection of a Claim under the Plan, as well as future payments made with respect to the Offer or consideration received under the Merger will be subject to information reporting and U.S. federal Plan. In addition, backup withholding (currently at of taxes will generally apply to payments in respect of a rate of 24%) unless (i) Claim under the Plan, as well as future payments made with respect to the consideration received under the Plan, unless, in the case of backup withholdinga U.S. Holder, such United States U.S. Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the properly executed IRS Form W-9 included as part or, in the case of the Letter of Transmittal. Payments to a Nonnon-United States U.S. Holder, such non-U.S. Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at provides a rate of 24%) unless such Non-United States Holder certifies on the properly executed applicable IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. personor, or in each case, such Holder otherwise establishes eligibility for an exemption in a manner satisfactory to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8exemption). Copies of any such information return may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States Holder resides. Backup withholding is not an additional tax and tax. Amounts withheld under the backup withholding rules may be refunded or credited against a Holder’s U.S. federal income tax liability, and the Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a federal income tax return). In addition, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Internal Revenue Service Plan would be subject to these regulations and require disclosure on the extent it results in an overpayment of tax, provided that such holder furnishes the required information to the Internal Revenue Service in a timely mannerHolders’ tax returns. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO CONSULT YOUR OWN THE FEDERAL INCOME TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS CONSEQUENCES OF THE OFFER AND PLAN ARE COMPLEX. THE MERGER FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO YOU A PARTICULAR HOLDER IN LIGHT OF YOUR SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR CIRCUMSTANCESTAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL LOCAL, OR NON-U.S. FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

Information Reporting and Backup Withholding. Payments made Information reporting generally will apply to payments to a United States Holder in connection with stockholder pursuant to the Offer or the Merger will be Merger, unless such stockholder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that is subject to information reporting and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of generally will also be subject to backup withholding, unless such United States U.S. Holder provides an accurate the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number (whichis correct, for or otherwise establishes an individual United States Holder, is the United States Holder’s social security number) exemption. The information reporting and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding rules that apply to payments to a stockholder pursuant to the Offer and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments Merger generally will not apply to payments to a Non-United States U.S. Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at a rate of 24%) unless if such Non-United States U.S. Holder certifies on the applicable IRS Form W-8 (a copy under penalties of which can be obtained from the Depositary) perjury that it is not a U.S. person, person (generally by providing an IRS Form W-8BEN Table of Contents or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agentexemption. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required U.S. Holders should consult their own tax advisors to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (determine which generally can be done by providing the applicable IRS Form W-8)W-8 is appropriate. Copies of any such information return may be made available under the provisions of a specific treaty or agreement Certain stockholders (including corporations) generally are not subject to the tax authorities of the country in which the Non-United States Holder residesbackup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of tax, provided that such holder furnishes liability if the required information is properly and timely furnished by such U.S. Holder to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemptionTHE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO DETERMINE THE TAX CONSIDERATIONS YOU OF THE OFFER AND OR THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR LOCAL, NON-U.S. TAX UNITED STATES, OR OTHER LAWS.

Information Reporting and Backup Withholding. Payments made to a United States Holder in connection with the Offer or the Merger will be subject holder of Shares upon such holder’s exchange of Shares pursuant to information reporting and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of backup withholding, such United States Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments to a Non-United States Holder in connection with the Offer or the Merger may be subject to information reporting, and the cash consideration paid to a holder of Shares may be subject to backup withholding (currently at a the rate of 2428%). A U.S. holder will not be subject to backup withholding if the U.S. holder (i) unless such Non-United States Holder certifies on furnishes a correct TIN and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9, which will be included with the applicable Letter(s) of Transmittal to be returned to the Depositary); or (ii) otherwise establishes to the satisfaction of the Depositary that such U.S. holder is exempt from backup withholding tax. A non-U.S. holder will not be subject to backup withholding if the non-U.S. holder certifies its exempt status by providing a properly executed IRS Form W-8 W-8BEN or Form W-8BEN-E, as applicable (a copy of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8). We must report to the IRS and to each non-U.S. holder any interest (including imputed interest) that is paid to the non-U.S. holder. Copies of any such these information return returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Nonnon-United States Holder residesU.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules from a payment to a U.S. holder generally will be allowed as a refund or credit against such U.S. holder’s U.S. federal income tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of taxliability, provided that such holder timely and properly furnishes the required information to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply for failure to provide furnish correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemptionTable of Contents THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE OFFER OR THE MERGER. YOU HOLDERS OF SHARES ARE STRONGLY URGED TO CONSULT YOUR OWN THEIR TAX ADVISORS AS TO DETERMINE THE SPECIFIC TAX CONSIDERATIONS CONSEQUENCES TO THEM OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCESOR MERGER, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR NON-U.S. SHOULD BE CONSTRUED AS, TAX LAWSADVICE.

Information Reporting and Backup Withholding. Payments The Debtors will withhold all amounts required by law to be withheld from payments of interest and dividends. The Debtors will comply with all applicable reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to a United States Holder in connection with of a Claim under the Offer or the Merger will be subject to information reporting and U.S. federal Plan. In addition, backup withholding (currently at a rate of 24%) unless (i) taxes will generally apply to payments in respect of an Allowed Claim under the Plan unless, in the case of backup withholdinga U.S. Holder, such United States U.S. Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the properly executed IRS Form W-9 included as part and, in the case of the Letter of Transmittal. Payments to a Non-United States Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at a rate of 24%) unless U.S. Holder, such Non-United States U.S. Holder certifies on the provides a properly executed applicable IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes U.S. Holder’s eligibility for an exemption (which generally can be done by providing the applicable IRS Form W-8exemption). Copies of any such information return may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States Holder resides. Backup withholding is not an additional tax and tax. Amounts withheld under the backup withholding rules may be refunded or credited against a Holder’s U.S. federal income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS. In addition, from an information reporting perspective, the U.S. Treasury regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Internal Revenue Service Plan would be subject to these regulations and require disclosure on the extent it results in an overpayment of tax, provided that such holder furnishes the required information to the Internal Revenue Service in a timely mannerHolders’ tax returns. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO CONSULT YOUR OWN THE FEDERAL INCOME TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS CONSEQUENCES OF THE OFFER AND PLAN ARE COMPLEX. THE MERGER FOREGOING DISCUSSION DOES NOT ADDRESS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO YOU A PARTICULAR HOLDER IN LIGHT OF YOUR SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR CIRCUMSTANCESTAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL LOCAL, OR NON-U.S. TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

Information Reporting and Backup Withholding. Payments made to a United States Holder in connection with respect to Shares exchanged for cash pursuant to the Offer or the Merger will be subject reported to information reporting the Holder and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of backup withholding, such United States Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of to the Letter of Transmittalextent required by the Code and applicable Treasury Regulations. Payments to In addition, a Non-United States noncorporate Holder in connection with the Offer or the Merger may be subject to backup withholding tax at the applicable rate (currently at a rate of 2428%) unless such Non-United States Holder certifies on with respect to cash payments received upon the applicable IRS Form W-8 (a copy exchange of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory Shares pursuant to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required unless an exemption applies. For an exemption to be reported apply to a U.S. Holder, such U.S. Holder must (i) timely provide the Depositary with a correct taxpayer identification number and otherwise comply with certain certification procedures (generally, by providing a properly completed Form W-9 included with the Letter of Transmittal) or (ii) otherwise establish to the Internal Revenue Servicesatisfaction of the Depositary that such U.S. Holder is exempt from backup withholding tax. For an exemption to apply to a Non-U.S. Holder, unless such Non-United States U.S. Holder must (i) certify under penalties of perjury on an appropriate and properly establishes an exemption (which generally can be done by providing the applicable completed IRS Form W-8W-8 that such Non-U.S. Holder is not a U.S. person (provided that the Depositary does not have actual knowledge or reason to know that the Holder is a U.S. person). Copies of any such information return may be made available under the provisions of a specific treaty , or agreement (ii) otherwise establish to the tax authorities satisfaction of the country in which the Depositary that such Non-United States U.S. Holder residesis exempt from backup withholding tax. Each Non-U.S. Holder is urged to consult its own tax advisor to determine which IRS Form W-8 is appropriate in such Non-U.S. Holder’s case. If Shares are held through a non-U.S. partnership or other flow-through entity, certain documentation requirements also may apply to the partnership or other flow-through entity. 19 Table of Contents Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules from a payment to a Holder generally will be allowed as a refund or credit against such Holder’s U.S. federal income tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of taxliability, provided that such holder Holder timely furnishes the required information to the Internal Revenue Service in a timely manner. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWSIRS.

Information Reporting and Backup Withholding. Payments made If the Contribution and Distribution qualify as a reorganization under Sections 368(a) and 355 of the Code, current Treasury regulations require certain U.S. holders who are “significant distributees” (generally, a U.S. holder that owns at least 5% of the outstanding Citrix stock immediately before the Distribution) and who receive GetGo common stock pursuant to the Distribution to attach to their U.S. federal income tax returns for the taxable year in which the Distribution occurs a statement setting forth certain information with respect to the transaction. Citrix will provide U.S. holders of Citrix common stock with the information necessary to comply with this requirement. Holders should consult their tax advisors to determine whether they are significant distributees required to provide the foregoing statement. If the Merger qualifies as a reorganization under Section 368(a) of the Code, current Treasury regulations require certain U.S. holders who become “significant holders” of GetGo common stock in the Distribution (generally, a U.S. holder that owns at least 1% of the outstanding GetGo common stock immediately before the Merger) to comply with certain reporting requirements. Significant holders generally will be required to file a statement with their U.S. federal income tax returns for the taxable year in which the Merger occurs setting forth certain information with respect to the transaction. Holders should consult their tax advisors to determine whether they are significant holders required to provide the foregoing statement. In addition, payments of cash to a United States Holder holder of GetGo common stock in connection with the Offer or lieu of fractional shares of LMI common stock pursuant to the Merger will may be subject to information reporting, unless the U.S. holder provides proof of an applicable exemption. Such payments that are subject to information reporting and U.S. federal may also be subject to Table of Contents backup withholding (currently at a rate of 2428%) ), unless (i) in the case of backup withholding, such United States Holder holder provides an accurate a correct taxpayer identification number (which, for generally on an individual United States Holder, is the United States Holder’s social security numberIRS Form W-9) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these otherwise complies with the requirements of the backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments to a Non-United States Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at a rate of 24%) unless such Non-United States Holder certifies on the applicable IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8). Copies of any such information return may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States Holder residesrules. Backup withholding is not an additional tax. Rather, the tax and may liability of persons subject to backup withholding will be refunded or credited reduced by the Internal Revenue Service to the extent it amount of tax withheld. If withholding results in an overpayment of taxtaxes, a refund may generally be obtained from the IRS, provided that such holder furnishes the required information to the Internal Revenue Service is properly furnished in a timely mannermanner to the IRS. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in incomeTHE FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND MERGER UNDER CURRENT LAW. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemptionTHE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS. YOU ARE URGED EACH CITRIX STOCKHOLDER IS ENCOURAGED TO CONSULT YOUR ITS OWN TAX ADVISORS ADVISOR AS TO DETERMINE THE PARTICULAR TAX CONSIDERATIONS CONSEQUENCES OF THE OFFER DISTRIBUTION AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCESSUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR NON-U.S. AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE. 100 Table of Contents THE TRANSACTION AGREEMENTS The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The summary is qualified in its entirety by the Merger Agreement, dated as of July 26, 2016, which is incorporated by reference in this proxy statement/prospectus-information statement. Stockholders of LMI and Citrix are urged to read the Merger Agreement in its entirety. This summary of the Merger Agreement has been included to provide LMI stockholders and Citrix stockholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information included in this document. This summary is not intended to provide any other factual information about LMI, Merger Sub, Citrix or GetGo. Information about LMI, Merger Sub, Citrix and GetGo can be found elsewhere in this proxy statement/prospectus-information statement and in the documents incorporated by reference into this proxy statement/prospectus-information statement. The Merger Agreement contains representations and warranties of LMI and Merger Sub that are solely for the benefit of Citrix and GetGo and representations and warranties of Citrix that are solely for the benefit of LMI and Merger Sub. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement as of a specified date. Moreover, the representations and warranties in the Merger Agreement were made solely for the benefit of the other parties to the Merger Agreement and were used for the purpose of allocating risk among the respective parties. Therefore, stockholders should not treat them as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to stockholders and were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject to more recent developments. Accordingly, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and stockholders should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about LMI and Citrix and their subsidiaries that the respective companies include in this proxy statement/prospectus-information statement and in other reports and statements they file with the SEC.

Information Reporting and Backup Withholding. Payments made to a United States Holder stockholders in connection with the Offer or the Merger will may be subject reported to information reporting and the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently at a rate of 24%) unless may apply to the amount paid to certain stockholders (iwho are not “exempt” recipients) in pursuant to the case of Offer or the Merger. To prevent such backup U.S. federal income tax withholding, such United States each stockholder who is a U.S. Holder provides and who does not otherwise establish an accurate exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (which, for generally an individual United States Holder, is the United States Holder’s employer identification number or social security number) and any other required information or (ii) such United States Holder is a corporation or comes within provide certain other exempt categoriesinformation by completing, and when requiredunder penalty of perjury, demonstrates this factan IRS Form W-9, a copy of which is included in the Letter of Transmittal. Exempt United States Holders TABLE OF CONTENTS​ Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, corporationsgenerally all corporations and certain non-U.S. Holders) are not subject to these backup withholding and information reporting requirements. A United States Holder requirements (though U.S. corporations may prevent backup withholding by completing and signing the be required to submit an IRS Form W-9 included as part of the Letter of Transmittalto establish such exemption). Payments For a non-U.S. Holder to a Non-United States Holder in connection with the Offer or the Merger may be subject to qualify for such an exemption from backup withholding (currently at a rate of 24%) unless withholding, such Non-United States U.S. Holder certifies on must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable Form W-8), signed under penalty of perjury, attesting to such non-U.S. Holder’s exempt status. A copy of the applicable appropriate IRS Form W-8 (a copy of which can may be obtained from the Depositary) that it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other applicable withholding agentfrom the IRS website (xxx.xxx.xxx). Payments to A disregarded domestic entity that has a Non-United States Holder in connection with regarded foreign owner must use the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable appropriate IRS Form W-8). Copies of any such information return may be made available under , and not the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States Holder residesIRS Form W-9. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax and liability or may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment claim a refund of tax, provided that such holder furnishes the amounts if they timely provide certain required information to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for obtaining, an exemption from backup withholding withholding. The tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Offer and the procedure for obtaining Merger, including the applicability and effect of U.S. federal, state, local, foreign and other tax laws and treaties. The U.S. federal income and other tax consequences to holders or beneficial owners of options or restricted stock units participating in the Offer or Merger with respect to such exemption. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWSoptions or restricted stock units are not discussed herein and such holders or beneficial owners are strongly encouraged to consult their own tax advisors regarding such tax consequences.

Information Reporting and Backup Withholding. Payments made to a United States Holder stockholders in connection with the Offer or the Merger will may be subject reported to information reporting and the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently at a rate of 24%) unless may apply to the amount paid to certain stockholders (iwho are not “exempt” recipients) in pursuant to the case of Offer or the Merger. To prevent such backup withholding, such United States each stockholder who is a U.S. Holder provides and who does not otherwise establish an accurate exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (which, for generally an individual United States Holder, is the United States Holder’s employer identification number or social security number) and any other required information or (ii) such United States Holder is a corporation or comes within provide certain other exempt categoriesinformation by completing, and when requiredunder penalty of perjury, demonstrates this factan IRS Form W-9, a copy of which is included in the Letter of Transmittal. Exempt United States Holders TABLE OF CONTENTS​ Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, corporationsgenerally all corporations and certain non-U.S. Holders) are not subject to these backup withholding and information reporting requirements. A United States Holder requirements (though U.S. corporations may prevent backup withholding by completing and signing the be required to submit an IRS Form W-9 included as part of the Letter of Transmittalto establish such exemption). Payments For a non-U.S. Holder to a Non-United States Holder in connection with the Offer or the Merger may be subject to qualify for such an exemption from backup withholding (currently at a rate of 24%) unless withholding, such Non-United States U.S. Holder certifies on the applicable must submit a statement (generally, an IRS Form W-8 (a copy of which can be obtained from the Depositary) that it is not a U.S. person, W-8BEN or otherwise establishes an exemption in a manner satisfactory to the Depositary W-8BEN-E or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8), signed under penalty of perjury, attesting to such Non-U.S. Holder’s exempt status. Copies A copy of any such information return the appropriate IRS Form W-8 may be made available under obtained from the provisions of a specific treaty Depositary or agreement to from the tax authorities of the country in which the Non-United States Holder residesIRS website (xxx.xxx.xxx). Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax and liability or may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment claim a refund of tax, provided that such holder furnishes the amounts if they timely provide certain required information to the Internal Revenue Service in a timely mannerIRS. Certain penalties apply Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for obtaining, an exemption from backup withholding withholding. The tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Offer and the procedure for obtaining such exemptionMerger, including the applicability and effect of U.S. federal, state, local, foreign and other tax laws and treaties. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, The U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.federal income and other tax consequences to holders or beneficial owners of options or