Common use of Backup Withholding and Information Reporting Clause in Contracts

Backup Withholding and Information Reporting. Generally, U.S. holders will be subject to information reporting on the cash received in the Offer or Merger unless such U.S. holder is a corporation or other exempt recipient. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to Purchase. In addition, unless a U.S. holder is a corporation or Table of Contents other exempt recipient, backup withholding (currently at a rate of 28%) may apply with respect to the amount of cash received if the U.S. holder: • fails to furnish a TIN within a reasonable time after a request therefore; • furnishes an incorrect TIN; • is notified by the IRS that it failed to report interest or dividends properly; or • fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. holder under these rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished to the IRS in a timely manner. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each holder should consult with such holder’s own tax advisor as to such holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering holders of Shares, that are U.S. persons, may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal.

Backup Withholding and Information Reporting. Generally, we must report annually to the IRS and to each non-U.S. holders holder the amount of dividends paid to such holder, the name and address of the recipient, and the amount, if any, of tax withheld with respect to those dividends. These information reporting requirements apply even if withholding was not required. Pursuant to tax treaties or other agreements, the IRS may make such reports available to tax authorities in the recipient’s country of residence. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or another appropriate version of IRS Form W-8, provided that the withholding agent does not have actual knowledge, or reason to know, that the beneficial owner is a U.S. person that is not an exempt recipient. Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or another appropriate version of IRS Form W-8 and certain other conditions are met or the cash received in non-U.S. holder otherwise establishes an exemption. Information reporting and backup withholding generally will not apply to any payment of the Offer proceeds from a sale or Merger other disposition of our Class A shares effected outside the United States by a foreign office of a broker. However, unless such U.S. broker has documentary evidence in its records that the holder is a corporation or other exempt recipient. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to Purchase. In addition, unless a non-U.S. holder is a corporation and certain other conditions are met, or Table of Contents other exempt recipient, backup withholding (currently at a rate of 28%) may apply with respect to the amount of cash received if the U.S. holder: • fails to furnish a TIN within a reasonable time after a request therefore; • furnishes an incorrect TIN; • is notified by the IRS that it failed to report interest or dividends properly; or • fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such non-U.S. holder is not subject otherwise establishes an exemption, information reporting will apply to backup withholdinga payment of the proceeds of the disposition of our Class A shares effected outside the United States by such a broker if it has certain relationships within the United States. Backup withholding is not an additional tax. Any amount withheld from a payment to a Rather, the U.S. holder under these rules will be allowed as a credit against such holder’s U.S. federal income tax liability and (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may entitle such holder to a refundbe obtained, provided that the certain required information is timely furnished to the IRS in a timely manner. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each holder should consult with such holder’s own tax advisor as to such holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering holders of Shares, that are U.S. persons, may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of TransmittalIRS.

Backup Withholding and Information Reporting. GenerallyIn general, in the case of a U.S. holders will be subject Holder, other than certain exempt recipients (including a corporation and certain other persons who, when required, demonstrate their exempt status), we and other payors are required to information reporting report to the IRS all payments of principal and interest on the cash received in the Offer or Merger unless such U.S. holder is a corporation or other exempt recipient. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to PurchaseNotes. In addition, unless we and other payors generally are required to report to the IRS any payment of proceeds from the sale of a U.S. holder is a corporation or Table of Contents other exempt recipientNote before maturity. Additionally, backup withholding (currently at generally will apply to any payments if a rate of 28%) may apply with respect U.S. Holder fails to provide an accurate taxpayer identification number and certify that the amount of cash received if taxpayer identification number is correct, the U.S. holder: • fails to furnish a TIN within a reasonable time after a request therefore; • furnishes an incorrect TIN; • Holder is notified by the IRS that it failed is subject to report interest backup withholding, or dividends properly; or • fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, the U.S. Holder does not certify that the TIN provided is correct and that such U.S. holder it is not subject to backup withholding. Backup If applicable, backup withholding will be imposed at a rate of 24%. In the case of a Non-U.S. Holder, backup withholding and information reporting will not apply to payments made if the Non-U.S. Holder provides the required certification to the applicable withholding agent under penalties of perjury that it is not a United States person, or the Non-U.S. Holder otherwise establishes an additional taxexemption, provided that the payor does not have actual knowledge that the holder is a United States person, or that the conditions of any exemption are not satisfied. In addition, payments of the proceeds from the sale of a Note by a Non-U.S. Holder outside of the United States through a foreign office of a broker or the foreign office of a custodian, nominee, or other dealer acting on behalf of a holder generally will not be subject to information reporting or backup withholding. Any amount amounts withheld from a payment to a U.S. holder under these the backup withholding rules will be allowed as a refund or a credit against such a holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS in a timely manner. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each holder should consult with such holder’s own tax advisor as to such holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering holders of Shares, that are U.S. persons, may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of TransmittalIRS.

Backup Withholding and Information Reporting. GenerallyIn general, information reporting for U.S. holders federal income tax purposes should apply to the proceeds from sales and other dispositions of Warrants by a U.S. Holder to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting on the cash received in the Offer or Merger unless such U.S. holder is a corporation or other exempt recipient. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to Purchaselimited circumstances. In addition, unless a U.S. holder is a corporation or Table of Contents other exempt recipient, backup withholding (of U.S. federal income tax, currently at a rate of 2824%) may , generally will apply with respect to the amount proceeds from sales and other dispositions of cash received if the Warrants by a U.S. holderHolder who: • fails to furnish a TIN within a reasonable time after a request therefore; • furnishes provide an incorrect TINaccurate taxpayer identification number; • is notified by the IRS that it failed to report interest or dividends properlybackup withholding is required; or • failsfails to comply with applicable certification requirements. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under certain circumstances, to provide a certified statement, signed under penalty penalties of perjury, that on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. We will withhold all taxes required to be withheld by law from any amounts otherwise payable to any holder of Warrants, including tax withholding required by the TIN provided is correct and that such U.S. holder is not subject to backup withholdingwithholding rules. Backup withholding is not an additional tax. Any Rather, the amount withheld from a payment to a U.S. holder under these rules of any backup withholding will be allowed as a credit against such holdera U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required requisite information is timely furnished to the IRS in a timely mannerIRS. Certain penalties apply for failure Holders are urged to furnish correct information and for failure to include reportable payments in income. Each holder should consult with such holder’s their own tax advisor as to such holder’s qualification advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding and the procedure for obtaining such exemptionin their particular circumstances. Tendering holders Table of Shares, that are U.S. persons, may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal.Contents Section 11. Information Concerning ConvergeOne