IMPORTANT TAX INFORMATION Clause Samples

IMPORTANT TAX INFORMATION. Under United States federal income tax law, holders of Securities who are “U.S. persons” (as defined in the instructions to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”). If such holder is an individual, the TIN is generally his or her social security number. If the holder does not provide the correct TIN or an adequate basis for an exemption, such holder may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: ▇▇▇.▇▇▇.▇▇▇. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. Form W-9 (Rev. October 2018) Department of the Treasury Inter...

IMPORTANT TAX INFORMATION. You should refer to Section 14 of the Offer to Exchange, which contains important U.S. federal income tax information. If you live or work outside of the United States, you should refer to Appendix B to the Offer to Exchange for a discussion of tax consequences that may apply to you.

IMPORTANT TAX INFORMATION. Each holder that is a United States person (as defined below) is required to provide a properly completed and duly dated and executed U.S. Internal Revenue Service (“IRS”) Form W-9 that includes the relevant person’s correct Taxpayer Identification Number (“TIN”), and certain other information, in accordance with the instructions on such form. Each holder that is not a United States person (as defined below) is required to provide a properly completed and duly dated and executed appropriate IRS Form W-8 in accordance with the instructions on such form, which may be obtained from the IRS at its website: w▇▇.▇▇▇.▇▇▇. For this purpose, you are generally considered a United States person if you are (1) an individual who is a United States citizen or United States resident alien, (2) a partnership, corporation, company or association created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate, the income of which is subject to United States federal income tax regardless of its source, or (4) a domestic trust (as defined in U.S. Treasury Regulations Section 301.7701-7). IRS Form W-9 is attached to this Letter of Transmittal. More information about IRS Forms W-8 can be found at: h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇-pubs/about-form-w8. I, ____________________, spouse or domestic partner of ___________________ (“Participating Securityholder”), acknowledge that I have read the Letter of Transmittal entered into by Participating Securityholder (the “Letter of Transmittal”), and that I know the contents of the Letter of Transmittal. I am aware that the Letter of Transmittal contains provisions regarding shares of capital stock of Pinstripes, Inc. (“Company Common Shares”) that my spouse or domestic partner owns, including any interest that I may have therein. Capitalized terms used but not otherwise defined herein shall have their meanings set forth in the Letter of Transmittal. I understand and agree that my interest, if any, in any Company Common Shares subject to the Letter of Transmittal will be irrevocably subject to the Letter of Transmittal. I further understand and agree that any community property interest that I may have in such Company Common Shares will be similarly subject to the Letter of Transmittal. I am aware that the legal, financial and related matters contained in the Letter of Transmittal are complex and that I am free to seek independent professional guidance or counsel with...

IMPORTANT TAX INFORMATION. In order to avoid backup withholding of United States federal income tax, United States federal income tax law generally requires that if your Security Interests are accepted for payment, you or your assignee (in either case, the “Payee”) must provide [—] (the “Payer”) with the Payee’s correct TIN, which, in the case of a Payee who is an individual, is generally the Payee’s social security number. If the Payer is not provided with the correct TIN or an adequate basis for an exemption, the Payee may be subject to a $50 penalty imposed by the IRS and backup withholding on reportable payments, if any, received by the Payee in connection with the Merger. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS. To prevent backup withholding, each Payee that is a “United States person” for U.S. federal income tax purposes must provide such Payee’s correct TIN by completing the IRS Form W-9 included herewith, certifying that (i) the TIN provided is correct, (ii) (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the IRS that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Payee that such Payee is no longer subject to backup withholding, and (iii) the Payee is a U.S. citizen or other U.S. person (including a U.S. resident alien). If the Payee has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such Payee should write “APPLIED FOR” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9. If the Payee has not provided a properly certified TIN to the Payer by the time of payment, backup withholding will apply to all reportable payments made to the Payee in connection with the Merger. If the Certificate(s) are held in more than one name or are not in the name of the actual owner, consult the instructions on the IRS Form W-9 for additional guidelines on which name and TIN to report. Certain Payees (including, among others, corporations and certain foreign individuals) are not subject to backup withholding. To prevent possible erroneous backup withholding, an exempt Payee that is a “United States person” for U.S. fede...

IMPORTANT TAX INFORMATION. Under the United States federal income tax laws, a Stockholder who receives a dividend payment, including in connection with the Stockholder Dividend, or whose Shares are surrendered herewith is required to provide the Company (with respect to a dividend payment) or the Exchange Agent (with respect to payment for Shares) with such Stockholder’s current Taxpayer Identification Number (“TIN”) on the enclosed Substitute Form W-9. If such Stockholder is an individual, the TIN is his or her Social Security number. For businesses and other entities, the number is the Employer Identification Number. If the Company or the Exchange Agent is not provided with the correct TIN, the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”). In addition, the Stockholder Dividend or the Merger Consideration to which the Stockholder is entitled with respect to Shares surrendered in connection with the Merger and any interest earnings on the Escrow Amount may be subject to backup withholding. Certain Stockholders are not subject to these backup withholding and reporting requirements. See the enclosed W-9 Guidelines for additional instructions. Exempt Stockholders should furnish their TIN, check the box labeled “Exempt Payee” on the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Company or the Exchange Agent. If backup withholding applies, the Company or the Exchange Agent may be required to withhold a portion of any cash payment made to the Stockholder with respect to the Stockholder Dividend or Shares surrendered in connection with the Merger Agreement and any interest earnings on the Escrow Account. The backup withholding rate is currently 28% but is scheduled to be increased to 31% beginning January 1, 2013. Backup withholding is not an additional tax. Rather, the amount of backup withholding is treated as an advance payment of a tax liability, and a Stockholder’s U.S. federal income tax liability will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the IRS may be obtained by the Stockholder. Failure to comply truthfully with the backup withholding requirements may also result in the imposition of severe criminal and/or civil fines and penalties.

IMPORTANT TAX INFORMATION. In order to avoid backup withholding of United States federal income tax, United States federal income tax law generally requires that if your Securities are accepted for payment, you or your assignee (in either case, the “Payee”) must provide the Paying Agent (the “Payor”) with the Payee’s correct Taxpayer Identification Number (“TIN”), which, in the case of a Payee who is an individual, is the Payee’s social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, the Payee may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”) and backup withholding of a portion (currently 28%) of the gross proceeds received pursuant to the Merger. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding will be reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may generally be obtained from the IRS provided that the required information is timely furnished to the IRS.

IMPORTANT TAX INFORMATION. We advise all Eligible Employees to meet with their own tax advisor(s) about the local, state, federal and foreign tax consequences of participating or not participating in the Exchange Offer and refer to Schedule B of the Offer to Exchange, which contains important tax information. If you live or work outside the United States, or are otherwise subject to a tax liability in a foreign jurisdiction, you should refer to Schedule B of the Offer to Exchange for a discussion of the tax consequences and/or social insurance contributions which may apply to you.

IMPORTANT TAX INFORMATION. An 83(b) Election is irrevocable.

IMPORTANT TAX INFORMATION. Under U.S. federal income tax law, a holder who surrenders Securities for its Pro Rata Share of the Closing Share Payment is required to provide the Exchange Agent (as the payor) with the holder’s correct taxpayer identification number (“TIN”) on the enclosed IRS Form W-9 or otherwise establish a basis for exemption from backup withholding. Generally, if the holder is an individual that is a U.S. Person (as defined below), the TIN is the holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the IRS. In addition, payments made to the holder with respect to the Securities may be subject to backup withholding. For purposes of this Letter of Transmittal, a “U.S. Person” is a beneficial owner of Securities that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any state thereof or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia. Certain holders (including, corporations and non-U.S. Persons) are not subject to these backup withholding and reporting requirements. An individual holder that is not a U.S. Person must provide the Exchange Agent with a properly completed IRS Form W-8 BEN, Certificate of Foreign Status (Individuals), signed under penalty of perjury, attesting to such holder’s exempt status. Non-individual holders that are not U.S. Persons should use the appropriate IRS Form W­8 for this purpose. If backup withholding applies, the Exchange Agent will be required to withhold backup withholding tax (currently at the rate of 24%) of certain payments made to the holder or other ...