Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares purchased in the Offer or exchanged in the Merger (currently at a rate of 24%). To avoid backup withholding, a U.S. stockholder or payee should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information on the IRS Form W-9 may subject a stockholder to backup withholding on a payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by such stockholder. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the foreign stockholder under an applicable tax treaty or a broad information exchange agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. Each stockholder and payee should consult their tax advisors as to any qualification for exemption from backup withholding and the procedure for obtaining any such exemption.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company a U.S. holder in connection with the Offer or the Merger generally will be subject to information reporting and may be subject to "backup withholding of U.S. federal income tax on payments for Shares purchased in the Offer or exchanged in the Merger (currently withholding" at a rate of 24%)28 percent rate. To avoid backup withholding, a U.S. See Section 3—"Procedure for Tendering Shares." Backup withholding generally applies if the stockholder (i) fails to furnish its social security number or payee should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct other taxpayer identification number and certifying that such stockholder is ("TIN"), (ii) furnishes an incorrect TIN or (iii) fails to provide a U.S. personcertified statement, signed under penalties of perjury, that the taxpayer identification number TIN provided is correct, its correct number and that such the stockholder is not subject to backup withholding. Failure to provide the information on Backup withholding is not an additional tax and may be refunded by the IRS Form W-9 may subject a stockholder to backup withholding on a payment pursuant to the Offer or extent it results in an overpayment of tax, provided a claim for refund is timely filed with the Merger IRS. Certain penalties apply for all Shares purchased from or exchanged by such stockholderfailure to furnish correct information and for failure to include reportable payments in income. Certain stockholders or payees (including, among others, corporations, non-resident all corporations and certain foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the foreign stockholder under an applicable tax treaty or a broad information exchange agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. Each stockholder and payee You should consult their with your own tax advisors advisor as to any your qualification for exemption from backup withholding and the procedure for obtaining any such exemption. If you are a U.S. holder, you may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. If you are a non-U.S. holder, you should complete an IRS Form W-8BEN, or other applicable IRS Form W-8, in order to avoid backup withholding. IRS FormW-8BEN and other IRS Forms W-8 are available from the Depositary or from the Internal Revenue Service web site, at xxxx://xxx.xxx.xxx. THE SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW IN EFFECT ON THE DATE HEREOF. STOCKHOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER OR MERGER.

Information Reporting and Backup Withholding. Payments made to stockholders Distributions on, and the payment of the Company in the Offer or the Merger proceeds of a disposition of, our common stock generally will be subject to information reporting if made within the United States or through certain U.S.-related financial intermediaries. Information returns are required to be filed with the IRS and copies of information returns may be made available to the tax authorities of the country in which a holder resides or is incorporated under the provisions of a specific treaty or agreement. Backup withholding may also apply if the holder fails to provide certification of exempt status or a correct U.S. taxpayer identification number and otherwise comply with the applicable backup withholding requirements. Generally, a holder will not be subject to backup withholding of U.S. federal income tax on payments for Shares purchased in the Offer or exchanged in the Merger (currently at if it provides a rate of 24%). To avoid backup withholding, a U.S. stockholder or payee should complete properly completed and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information on the executed IRS Form W-9 may subject a stockholder to backup withholding on a payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by such stockholder. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable appropriate IRS Form W-8) attesting to such exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the foreign stockholder under an applicable tax treaty or a broad information exchange agreement, as applicable. Backup withholding is not an additional tax. Any amounts Amounts withheld under the backup withholding rules will generally may be allowed as a refund from refunded or credited against the IRS or a credit against a stockholderholder’s U.S. federal income tax liability liability, if any, provided the required certain information is timely furnished to filed with the IRS. Each stockholder Foreign Account Tax Compliance Act Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”) impose a separate reporting regime and payee should consult their potentially a 30% withholding tax advisors as on certain payments, including payments of dividends on our common shares. Withholding under FATCA generally applies to any qualification for payments made to or through a foreign entity if such entity fails to satisfy certain disclosure and reporting rules. These rules generally require (i) in the case of a foreign financial institution, that the financial institution agree to identify and provide information in respect of financial accounts held (directly or indirectly) by U.S. persons and U.S.-owned entities, and, in certain instances, to withhold on payments to account holders that fail to provide the required information, and (ii) in the case of a non-financial foreign entity, that the entity either identify and provide information in respect of its substantial U.S. owners or certify that it has no such U.S. owners. FATCA withholding also potentially applies to payments of gross proceeds from the sale or other disposition of our common stock. Proposed regulations, however, would eliminate FATCA withholding on such payments, and the U.S. Treasury Department has indicated that taxpayers may rely on this aspect of the proposed regulations until final regulations are issued. Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from backup withholding under FATCA. FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the Non-U.S.holder satisfies the holder’s own FATCA obligations. The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the procedure for obtaining implementation of FATCA. Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements. You are encouraged to consult with your own tax advisor regarding the possible implications of FATCA on your investment in our common shares, including the applicability of any such exemptionintergovernmental agreements.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares purchased in the Offer or exchanged in the Merger (currently at a rate of 24%). To avoid backup withholding, a U.S. stockholder or payee should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information on the IRS Form W-9 may subject a stockholder to backup withholding on a payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by such stockholder. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. A disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the foreign stockholder under an applicable tax treaty or a broad an information exchange agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability liability, provided the required information is timely furnished to the IRS. Each stockholder and payee should consult their tax advisors as to any qualification for exemption from backup withholding and the procedure for obtaining any such exemption.

Information Reporting and Backup Withholding. Payments of the Offer Price or the Merger Consideration, as applicable (including the Milestone Payments) made to certain Miramar stockholders of the Company in connection with the Offer or the Merger generally will may be subject to information reporting and may be subject to “backup withholding of U.S. withholding” for United States federal income tax on payments purposes. See Section 3 — “Procedures for Tendering Shares purchased in the — Backup Withholding” of this Offer or exchanged in the Merger (currently at a rate of 24%)to Purchase. To In order to avoid backup withholding, a U.S. stockholder or payee should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject withholding with respect to backup withholding. Failure to provide the information on the IRS Form W-9 may subject a stockholder to backup withholding on a payment payments received pursuant to the Offer or the Merger for all Shares purchased from or exchanged by such stockholder. Certain stockholders or payees (includingincluding the Milestone Payments), among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. a Miramar stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit must provide an IRS Form W-8BEN W-9 (if the Miramar stockholder is a U.S. Holder) or the appropriate IRS Form W-8BEN-E W-8 (or other applicable if the Miramar stockholder is not such a U.S. Holder) in accordance with instructions attached to the Letter of Transmittal sent to Miramar stockholders. A Miramar stockholder may be required to renew periodically any such IRS Form W-8) attesting Form. Miramar stockholders who fail to such exempt foreign status in order provide their correct taxpayer identification numbers may be subject to qualify for an exemption from information reporting penalties imposed by the IRS and backup withholding. Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the foreign stockholder under an applicable tax treaty or a broad information exchange agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s for U.S. federal income tax liability provided purposes (currently imposed at a rate of 28%) on payments of the required information Offer Price or Merger Consideration, as applicable. In the event any amount is timely furnished withheld as a result of backup withholding requirements, the affected Miramar stockholder should consult with such stockholder’s own tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to the IRSamounts so withheld. Each stockholder and payee Miramar stockholders should consult their tax advisors as to any qualification their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption. Tax information provided to a U.S. Holder and the IRS on Form 1099-B for the year of the disposition of their Shares may reflect only the cash amounts paid to the U.S. Holder pursuant to the Offer or the Merger, as applicable, and not the fair market value of the U.S. Holder’s interest in the Milestone Payments. Accordingly, a U.S. Holder that treats the Merger as a “closed transaction” for U.S. federal income tax purposes may receive a Form 1099-B reporting an amount received that is less than the amount such U.S. Holder will realize in the year of the Merger. In addition, any Form 1099-B a U.S. Holder receives with respect to Milestone Payments may reflect the entire amount of the Milestone Payments paid to the U.S. Holder (except imputed interest) and therefore may not take into account the fact that the U.S. Holder already included the value of the Milestone Payments in such exemptionU.S. Holder’s amount realized in the year of the Merger. As a result, U.S. Holders reporting under this method should not rely on the amounts reported to them on Forms 1099-B with respect to the Merger. U.S. Holders are urged to consult their tax advisors regarding how to accurately report their income under this method.