Common use of IMPORTANT TAX INFORMATION Clause in Contracts

IMPORTANT TAX INFORMATION. Under United States federal income tax laws, a holder who receives cash payments pursuant to the Acquisition is required to provide the Paying Agent (as payer) with such holder’s correct TIN on the Form W—9 below (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such Tax Identification Number (“TIN”) is correct and that such holder is not subject to backup withholding. If such holder is an individual, the TIN is his or her social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the Paying Agent is not provided with the correct TIN or an adequate basis for an exemption, a penalty may be imposed by the Internal Revenue Service (“IRS”), and the payment of any cash pursuant to the Acquisition may be subject to backup withholding. Certain holders (including, among others, all corporations and foreign individuals and entities) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on Form W—9. In order for a foreign individual or foreign entity to qualify as exempt from backup withholding, such individual or entity must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such exempt status. Such forms and instructions may be obtained from the IRS at its Internet website: xxx.xxx.xxx. If backup withholding applies, the Paying Agent is required to withhold at a rate not to exceed 28% of any payments made to the holder or other payee. Amounts withheld, if any, under backup withholding rules are generally not an additional tax and may be refunded or credited against a holder’s federal income tax liability, provided that the holder timely furnishes the required information to the IRS. Purpose of Form W—9 To prevent backup withholding on payments made with respect to the In-the-Money Vested Option(s), the holder is required to notify the Paying Agent of such holder’s correct TIN by completing the Form W-9 below, certifying that (1) the TIN provided on the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not subject to backup withholding because (a) such holder is exempt from backup withholding, (b) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is no longer subject to backup withholding and (3) such holder is a U.S. person (including a U.S. resident alien).

IMPORTANT TAX INFORMATION. Under United States federal income tax laws, a holder who receives cash payments pursuant to the Acquisition is required to provide the Paying Agent (as payer) with such holder’s correct TIN on the Form W—9 below (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such Tax Identification Number (“TIN”) is correct and that such holder is not subject to backup withholding. If such holder is an individual, the TIN is his or her social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the Paying Agent is not provided with the correct TIN or an adequate basis for an exemption, a penalty may be imposed by the Internal Revenue Service (“IRS”), and the payment of any cash pursuant to the Acquisition may be subject to backup withholding. Certain holders (including, among others, all corporations and foreign individuals and entities) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on Form W—9. In order for a foreign individual or foreign entity to qualify as exempt from backup withholding, such individual or entity must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such exempt status. Such forms and instructions may be obtained from the IRS at its Internet website: xxx.xxx.xxx. If backup withholding applies, the Paying Agent is required to withhold at a rate not to exceed 28% of any payments made to the holder or other payee. Amounts withheld, if any, under backup withholding rules are generally not an additional tax and may be refunded or credited against a holder’s federal income tax liability, provided that the holder timely furnishes the required information to the IRS. Purpose of Form W—9 To prevent backup withholding on payments made with respect to the In-the-Money Vested Option(sCertificate(s), the holder is required to notify the Paying Agent of such holder’s correct TIN by completing the Form W-9 below, certifying that (1) the TIN provided on the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not subject to backup withholding because (a) such holder is exempt from backup withholding, (b) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is no longer subject to backup withholding and (3) such holder is a U.S. person (including a U.S. resident alien).

IMPORTANT TAX INFORMATION. Under United States federal income tax lawslaw, a holder who receives cash payments pursuant to the Acquisition Company Stockholder surrendering any Surrendered Securities is required to provide the Paying Agent (as payer) Parent with such holderCompany Stockholder’s correct TIN on the Form W—9 below (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such Tax Taxpayer Identification Number (“TIN”) is correct and that such holder is not subject to backup withholdingon Substitute Form W-9 below. If such holder Company Stockholder is an individual, the TIN is his or her the Company Stockholder’s social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the Paying Agent Parent is not provided with the correct TIN or an adequate basis for an exemptionTIN, a penalty the Company Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”)Service. In addition, and the payment of any cash pursuant Payment made to the Acquisition such Company Stockholder may be subject to backup withholding. Certain holders Company Stockholders (including, among others, all corporations and certain foreign individuals and entitiesindividuals) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on Form W—9. In order for a foreign individual or foreign entity to qualify as such an exempt from backup withholdingrecipient, such individual or entity Company Stockholder must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, a statement signed under penalties of perjury, attesting to such Company Stockholder’s exempt status. Such forms and instructions may statements can be obtained from the IRS Payment Agent, attention: ___ (XXX) XXX-XXXX or from the Internal Revenue Service at its Internet website: xxx.xxx.xxxhxxx://xxx.xxx.xxx. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional information. If backup withholding applies, the Paying Agent Parent is required to withhold at a rate not to exceed 28% of any payments made cash amounts otherwise payable to the holder or other payeeapplicable Company Stockholder. Amounts withheld, if any, under backup Backup withholding rules are generally is not an additional tax; rather, the tax and liability 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 be refunded obtained from the Internal Revenue Service. Please consult your accountant or credited against a holder’s federal income tax liability, provided that advisor for further guidance in completing the holder timely furnishes the required information to the IRSSubstitute Form W-9. Purpose of Substitute Form W—9 W-9 To prevent backup withholding on cash payments that are made to a Company Stockholder with respect to the In-the-Money Vested Option(s)Surrendered Securities surrendered for payment, the holder Company Stockholder is required to notify the Paying Payment Agent of such holder’s correct his or her current TIN by completing the Form W-9 below, form below certifying that (1) the TIN provided on the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not subject to backup withholding because (a) such holder is exempt from backup withholding, (b) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is no longer subject to backup withholding and (3) such holder is a U.S. person (including a U.S. resident alien), that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and that (i) such Company Stockholder is exempt from backup withholding, (ii) such Company Stockholder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the Internal Revenue Service has notified such Company Stockholder that he or she is no longer subject to backup withholding. What Number to Give Each Company Stockholder is required to give Parent the social security number or employer identification number of the record holder(s) of the Surrendered Securities. If a Surrendered Certificate is in more than one name or is not in the name of the actual holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidance on which number to report. IRS Circular 230 Disclosure To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any matters addressed herein.

IMPORTANT TAX INFORMATION. Under United States federal income tax laws, a holder who receives cash payments pursuant to the Acquisition Holder whose tendered Original Notes are accepted for payment is required to provide the Paying Exchange Agent (as payer) with such holder’s correct Holdxx'x xorrect TIN on the Substitute Form W—9 W-9 below (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such Tax Identification Number (“TIN”) is correct and that such holder is not subject to backup withholding. If such holder Holder is an individual, the TIN is his or her social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the Paying Exchange Agent is not provided with the correct TIN or an adequate basis for an exemptionTIN, a $50 penalty may be imposed by the Internal Revenue Service (“IRS”)Service, and the payment of any cash payments made with respect to Original Notes purchased pursuant to the Acquisition Exchange Offer may be subject to backup withholding. Certain holders Holders (including, among others, all corporations and certain foreign individuals and entitiespersons) are not subject to these backup withholding and reporting requirements. Exempt holders Holders should indicate their exempt status on Substitute Form W—9W-9. In order for a A foreign individual or foreign entity to person may qualify as an exempt from backup withholding, such individual or entity must submit an appropriate and recipient by submitting to the Exchange Agent a properly completed Internal Revenue Service Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may beW-8, signed under penalties of perjury, attesting to such exempt that Holdxx'x xxempt status. Such forms and instructions may A Form W-8 can be obtained from the IRS at its Internet website: xxx.xxx.xxxExchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. If backup withholding applies, the Paying Exchange Agent is required to withhold at a rate not to exceed 2831% of any payments made to the holder Holder or other payee. Amounts withheld, if any, under backup Backup withholding rules are generally is not an additional tax and may be refunded or credited against a holder’s federal income tax. Rather, the federal income tax liabilityliability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, provided that a refund may be obtained from the holder timely furnishes the required information to the IRSInternal Revenue Service. Purpose of Form W—9 PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments made with respect to the In-the-Money Vested Option(s)Exchange Offer, the holder Holder is required to notify provide the Paying Exchange Agent of such holder’s with either: (i) the Holder's correct TIN by completing the Form W-9 belowform above, certifying that (1) the TIN provided on the Substitute Form W—9 W-9 is correct (or that such holder Holder is awaiting a TIN), ) and that (2A) such holder is not subject to backup withholding because (a) such holder is exempt from backup withholding, (b) such holder the Holder has not been notified by the IRS Internal Revenue Service that such holder the Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (cB) the IRS Internal Revenue Service has notified such holder the Holder that such holder the Holder is no longer subject to backup withholding and withholding; or (3ii) such holder an adequate basis for exemption. WHAT NUMBER TO GIVE THE EXCHANGE AGENT The Holder is a U.S. person required to give the Exchange Agent the TIN (including a U.S. resident alien).e.g., social security number or employer identification number) of the registered Holder of the Original Notes. If the Original Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. The Exchange Agent for the Exchange Offer is: STATE STREET BANK AND TRUST COMPANY By Express: By Mail: By Hand: (insured or registered recommended) State Street Bank & Trust Company State Street Bank & Trust Company State Street Bank & Trust Company Corporate Trust Department Corporate Trust Department Corporate Trust Department Two International Place Two International Place Two Xxxxxxxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxxx, XX 00000 Xxxxxx, XX 00000 Attn: Lena Xxxxxxxx Attn: Lena Xxxxxxxx Attn: Lena Xxxxxxxx FACSIMILE (617) 000-0000

IMPORTANT TAX INFORMATION. Under the United States federal income tax laws, a holder Stockholder who receives cash payments pursuant to a dividend payment, including in connection with the Acquisition Stockholder Dividend, or whose Shares are surrendered herewith is required to provide the Paying Company (with respect to a dividend payment) or the Exchange Agent (as payerwith respect to payment for Shares) with such holderStockholder’s correct TIN on the Form W—9 below (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such Tax current Taxpayer Identification Number (“TIN”) is correct and that such holder is not subject to backup withholdingon the enclosed Substitute Form W-9. If such holder Stockholder is an individual, the TIN is his or her social security Social Security number. In the case of an entityFor businesses and other entities, the correct TIN number is the holder’s Employer Identification Number. If the Paying Company or the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemptionTIN, a penalty 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 payment of any cash pursuant to the Acquisition Escrow Amount may be subject to backup withholding. Certain holders (including, among others, all corporations and foreign individuals and entities) Stockholders are not subject to these backup withholding and reporting requirements. See the enclosed W-9 Guidelines for additional instructions. Exempt holders Stockholders should indicate furnish their exempt status TIN, check the box labeled “Exempt Payee” on the Substitute Form W—9. In order for a foreign individual W-9, and sign, date and return the Substitute Form W-9 to the Company or foreign entity to qualify as exempt from backup withholding, such individual or entity must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such exempt status. Such forms and instructions may be obtained from the IRS at its Internet website: xxx.xxx.xxxExchange Agent. If backup withholding applies, the Paying Company or the Exchange Agent is may be required to withhold at a rate not to exceed 28% portion of any payments cash payment made to the holder or other payee. Amounts withheld, if any, under backup withholding rules are generally not an additional tax and may be refunded or credited against a holder’s federal income tax liability, provided that the holder timely furnishes the required information to the IRS. Purpose of Form W—9 To prevent backup withholding on payments made Stockholder with respect to the In-the-Money Vested Option(s)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 holder is required to notify the Paying Agent amount of such holder’s correct TIN by completing the Form W-9 below, certifying that (1) the TIN provided on the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not subject to backup withholding because (a) such holder is exempt from backup withholdingtreated as an advance payment of a tax liability, (b) such holder has not been notified 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 that such holder is subject may be obtained by the Stockholder. Failure to comply truthfully with the backup withholding as a requirements may also result in the imposition of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is no longer subject to backup withholding severe criminal and/or civil fines and (3) such holder is a U.S. person (including a U.S. resident alien)penalties.