Common use of Information Reporting and Backup Withholding Clause in Contracts

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 in connection with the Offer or the Merger may be subject to information reporting and “backup withholding” for United States federal income tax purposes. See Section 3 — “Procedures for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to avoid backup withholding with respect to payments received pursuant to the Offer or the Merger (including the Milestone Payments), a Miramar stockholder must provide an IRS Form W-9 (if the Miramar stockholder is a U.S. Holder) or the appropriate IRS Form W-8 (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. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by the IRS and backup withholding for U.S. federal income tax purposes (currently imposed at a rate of 28%) on payments of the Offer Price or Merger Consideration, as applicable. In the event any amount is 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 amounts so withheld. Miramar stockholders should consult their tax advisors as to 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 U.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.

Information Reporting and Backup Withholding. Payments made to stockholders of the Offer Price or the Merger Consideration, as applicable (including the Milestone Payments) made to certain Miramar stockholders Company in connection with the Offer or the Merger may generally will be subject to information reporting and “may be subject to backup withholding” for United States withholding of U.S. federal income tax purposeson payments for Shares purchased in the Offer or exchanged in the Merger (currently at a rate of 24%). See Section 3 — “Procedures for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to 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 with respect to payments received 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 the Milestone Payments)including, a Miramar 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 must provide or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-9 W-8BEN or IRS Form W-8BEN-E (if the Miramar stockholder is 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 U.S. Holder) or regarded foreign owner must use the appropriate IRS Form W-8 (if W-8, and not the Miramar 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 an information exchange agreement. Backup withholding is not such an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as 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. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by refund from the IRS and backup withholding for or a credit against a stockholder’s U.S. federal income tax purposes (currently imposed at a rate of 28%) on payments of liability, provided the Offer Price or Merger Consideration, as applicable. In the event any amount required information is 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 timely furnished to the amounts so withheldIRS. Miramar stockholders Each stockholder and payee should consult their tax advisors as to their qualifications any qualification for exemption from backup withholding and the procedure for obtaining any 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 U.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.

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 Blue Apron in connection with the Offer or the Merger may generally will be subject to information reporting and “may be subject to backup withholding” for United States withholding of U.S. federal income tax purposes. See Section 3 — “Procedures on payments for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to avoid backup withholding with respect to payments received pursuant to made in the Offer or the Merger (including currently at a rate of 24%). To avoid backup withholding, any stockholder that is a U.S. person that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return the Milestone Payments), a Miramar stockholder must provide an IRS Form W-9 included in the Letter of Transmittal. If you are an LLC or Other Classification, do not complete the Form W-9 included in the Letter of Transmittal. You must complete an Internal Revenue Service (if “IRS”) Form W-9. This form can be found on the Miramar IRS website at xxx.xxx.xxx. See “Limited Liability Company or Other Classification” on the back of the enclosed Form W-9 for more information. The Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. Holder) or person, that the appropriate IRS Form W-8 (if the Miramar taxpayer identification number provided is correct, and that such stockholder is not such subject to backup withholding. Any stockholder that is not a U.S. Holderperson should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in accordance with instructions attached order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the Letter of Transmittal sent to Miramar stockholders. A Miramar stockholder may backup withholding rules will be required to renew periodically any such IRS Form. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by allowed as a refund from the IRS and backup withholding for or a credit against a stockholder’s U.S. federal income tax purposes (currently imposed at a rate of 28%) on payments of liability, if any, provided the Offer Price or Merger Consideration, as applicablerequired information is timely furnished to the IRS. In the event any amount is withheld as a result of If backup withholding requirements, the affected Miramar stockholder should consult with such stockholder’s own tax advisor regarding whether applies and how any refund, credit or other tax benefit might be recognized with respect to the amounts so withheld. Miramar stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such results in an exemption. Tax information provided to a U.S. Holder and the IRS on Form 1099-B for the year overpayment 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. Accordinglytax, a U.S. Holder that treats refund can generally be obtained by the Merger as stockholder timely filing 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 U.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 methodreturn.

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 a U.S. holder in connection with the Offer or the Merger may will be subject to information reporting and “backup withholding” for United States federal income tax purposes. See Section 3 — “Procedures for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to avoid backup withholding with respect to payments received pursuant to the Offer or the Merger (including the Milestone Payments), a Miramar stockholder must provide an IRS Form W-9 (if the Miramar stockholder is a U.S. Holder) or the appropriate IRS Form W-8 (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. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to "backup withholding" at a 28 percent rate. See Section 3—"Procedure for Tendering Shares." Backup withholding generally applies if the stockholder (i) fails to furnish its social security number or other taxpayer identification number ("TIN"), (ii) furnishes an incorrect TIN or (iii) fails to provide a certified statement, signed under penalties imposed of perjury, that the TIN provided is its correct number and that the stockholder is not subject to backup withholding. Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax, provided a claim for refund is timely filed with the IRS. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding for U.S. federal income tax purposes (currently imposed at a rate of 28%) on payments of the Offer Price or Merger Consideration, as applicablewithholding. In the event any amount is withheld as a result of backup withholding requirements, the affected Miramar stockholder You should consult with such stockholder’s your own tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to the amounts so withheld. Miramar stockholders should consult their tax advisors as to their qualifications your qualification for exemption from backup withholding and the procedure for obtaining such an exemption. Tax information provided to If you are a U.S. Holder and holder, you may be able to prevent backup withholding by completing the IRS on Substitute 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 W-9 included in the Milestone PaymentsLetter of Transmittal. AccordinglyIf you are a non-U.S. holder, a U.S. Holder that treats 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 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 Depositary or from the amount such U.S. Holder will realize in the year of the MergerInternal Revenue Service web site, at xxxx://xxx.xxx.xxx. In additionTHE 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, 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 interestLOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) and therefore may not take into account the fact that the U.S. Holder already included the value of the Milestone Payments in such U.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 methodOF THE OFFER OR MERGER.

Information Reporting and Backup Withholding. Payments made to stockholders of the Offer Price or the Merger Consideration, as applicable (including the Milestone Payments) made to certain Miramar stockholders Company in connection with the Offer or the Merger may generally will be subject to information reporting and “may be subject to backup withholding” for United States withholding of U.S. federal income tax purposeson payments for Shares purchased in the Offer or exchanged in the Merger (currently at a rate of 24%). See Section 3 — “Procedures for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to 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 with respect to payments received 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 the Milestone Payments)including, a Miramar 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 must provide or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-9 (if the Miramar stockholder is a U.S. Holder) W-8BEN or the appropriate IRS Form W-8 W-8BEN-E (if 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 Miramar local tax authorities of the foreign stockholder under an applicable tax treaty or a broad information exchange agreement. Backup withholding is not such an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as 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. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by refund from the IRS and backup withholding for or a credit against a stockholder’s U.S. federal income tax purposes (currently imposed at a rate of 28%) on payments of liability provided the Offer Price or Merger Consideration, as applicable. In the event any amount required information is 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 timely furnished to the amounts so withheldIRS. Miramar stockholders Each stockholder and payee should consult their tax advisors as to their qualifications any qualification for exemption from backup withholding and the procedure for obtaining any 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 U.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.