Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment pursuant to the offer may be subject to certain information reporting requirements (unless the U.S. Holder is an exempt recipient). In addition, a U.S. Holder may be subject to backup withholding at the rate of 28% with respect to the receipt of cash in exchange for a note unless the U.S. Holder provides us with a correct taxpayer identification number (“TIN”) and certifies that the U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder is awaiting a TIN) and the U.S. Holder is not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as backup withholding would be creditable against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephone.

Information Reporting and Backup Withholding. A In general, interest payments, principal payments, and proceeds received from the sale of a note will be reported to U.S. Holder whose notes are tendered holders and accepted for payment pursuant to the offer may be subject to certain information reporting requirements (unless the U.S. Holder is an exempt recipient)IRS. In addition, a U.S. Holder holder of a note may be subject to backup withholding tax at the applicable rate of 28% with respect to the receipt of cash in exchange for a note unless such payments or proceeds if the U.S. Holder provides us holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (“TIN”ii) and certifies the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. Holder federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, the TIN is correct (or that the information reporting may still apply to interest payments. In addition, a non-U.S. Holder is awaiting a TIN) and the U.S. Holder is holder generally will not currently be subject to backup withholdingwithholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. Holders are encouraged to holders should consult their tax advisors as to their qualification for exemption from regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining such exemptionthose exemptions, if available. Backup withholding is not an additional tax. Any amount paid , and amounts withheld as backup withholding would will be creditable allowed as a refund or credit against the U.S. Holdera holder’s U.S. federal income tax liability and may entitle liability, as long as the U.S. Holder to a refund, provided that the requisite required information is properly provided timely furnished to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneIRS.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment Information reporting generally will apply to payments to a stockholder pursuant to the offer may be subject to certain Offer or the Merger, unless such stockholder is an entity that is exempt from information reporting requirements (unless the U.S. Holder is an exempt recipient)and, when required, properly demonstrates its eligibility for exemption. In addition, Any payment to a U.S. Holder may that is subject to information reporting generally will also be subject to backup withholding at the rate of 28% with respect to the receipt of cash in exchange for a note withholding, unless the such U.S. Holder provides us with a correct the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number (“TIN”) is correct, or otherwise establishes an exemption. The information reporting and certifies backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person, the TIN person (generally by providing an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which IRS Form W-8 is correct appropriate. Certain stockholders (or that the U.S. Holder is awaiting a TINincluding corporations) and the U.S. Holder is generally are not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as amounts withheld under the backup withholding would rules generally will be creditable allowed as a refund or a credit against the a U.S. Holder’s U.S. federal income tax liability if the required information is properly and may entitle the timely furnished by such U.S. Holder to a refundthe IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In generalINCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, information reporting and backup withholding will not apply to the sale of notes by a NonSTATE, LOCAL, NON-U.S. Holder pursuant to the offerUNITED STATES, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exceptionOR OTHER LAWS. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephone.Contents

Information Reporting and Backup Withholding. A Payments made to a U.S. Holder whose notes are tendered holder in connection with the Offer or Merger will be subject to information reporting and accepted for payment pursuant to the offer may be subject to certain information reporting requirements "backup withholding" at a 28 percent rate. See Section 3—"Procedure for Tendering Shares." Backup withholding generally applies if the stockholder (unless the U.S. Holder is an exempt recipient). In addition, a U.S. Holder may be subject i) fails to backup withholding at the rate of 28% with respect to the receipt of cash in exchange for a note unless the U.S. Holder provides us with a correct furnish its social security number or other taxpayer identification number (“"TIN”"), (ii) and certifies furnishes an incorrect TIN or (iii) fails to provide a certified statement, signed under penalties of perjury, that the U.S. Holder TIN provided is a U.S. person, the TIN is its correct (or number and that the U.S. Holder is awaiting a TIN) and the U.S. Holder stockholder is not currently subject to backup withholding. U.S. Holders 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 encouraged not subject to backup withholding. You should consult their with your own tax advisors advisor as to their your qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as If you are a U.S. holder, you may be able to prevent backup withholding would be creditable against by completing the Substitute Form W-9 included in the Letter of Transmittal. If you are a non-U.S. Holder’s U.S. federal income tax liability 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 may entitle other IRS Forms W-8 are available from the U.S. Holder to a refund, provided that the requisite information is properly provided to Depositary or from the Internal Revenue Service in a timely mannerweb site, at xxxx://xxx.xxx.xxx. In generalTHE 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, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholdingLOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneOF THE OFFER OR MERGER.

Information Reporting and Backup Withholding. A U.S. Payments made to a United States Holder whose notes are tendered and accepted for payment pursuant to in connection with the offer may Offer or the Merger will be subject to certain information reporting requirements and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the U.S. case of backup withholding, such United States Holder provides an accurate taxpayer identification number (which, for an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is an a corporation or comes within certain other exempt recipient)categories, and when required, demonstrates this fact. In additionExempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the IRS Form W-9 included as part of the Letter of Transmittal. Payments to a U.S. Non-United States Holder in connection with the Offer or the Merger may be subject to backup withholding (currently at the a rate of 28% with respect to 24%) unless such Non-United States Holder certifies on the receipt applicable IRS Form W-8 (a copy of cash in exchange for a note unless which can be obtained from the U.S. Holder provides us with a correct taxpayer identification number (“TIN”Depositary) and certifies that the U.S. Holder it is not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to the TIN is correct Depositary or other applicable withholding agent. Payments to a Non-United States Holder in connection with the Offer or the Merger may also be required to be reported to the Internal Revenue Service, unless such Non-United States Holder properly establishes an exemption (which generally can be done by providing the applicable IRS Form W-8). Copies of any such information return may be made available under the provisions of a specific treaty or that agreement to the U.S. tax authorities of the country in which the Non-United States Holder is awaiting a TIN) and the U.S. Holder resides. Backup withholding is not currently subject an additional tax and may be refunded or credited by the Internal Revenue Service to backup withholdingthe extent it results in an overpayment of tax, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner. U.S. Holders are encouraged Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult their his or her own tax advisors advisor as to their his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as backup withholding would be creditable against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephone.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment pursuant Generally, we or an applicable withholding agent must report annually to the offer IRS and to non-U.S. holders the amount of interest (including any additional interest that we may be required to pay under circumstances described under ‘‘Description of Notes—Events of Default’’) and dividends paid to non-U.S. holders (including constructive dividends deemed paid) and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest, dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty. In general, a non-U.S. holder will not be subject to certain information reporting requirements backup withholding with respect to payments of interest or dividends that we make, provided the statement described above in the last bullet point under ‘‘—Payments of Interest’’ has been received (unless and we or an applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. Holder person, as defined under the Code, that is not an exempt recipient). In addition, a non-U.S. Holder may holder will be subject to information reporting and, depending on the circumstances, backup withholding at the a rate of 2824% with respect to payments of the receipt proceeds of cash in exchange for the sale of a note or share of common stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the U.S. Holder provides us with statement described above has been received (and the payer does not have actual knowledge or reason to know that a correct taxpayer identification number (“TIN”) and certifies that the U.S. Holder holder is a U.S. person, as defined under the TIN is correct (or Code, that the U.S. Holder is awaiting a TIN) and the U.S. Holder is not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional taxexempt recipient) or the non-U.S. holder otherwise establishes an exemption. Any amount paid as amounts withheld under the backup withholding would rules will be creditable allowed as a refund or a credit against the a non-U.S. Holderholder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it information is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant furnished timely to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneIRS.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment pursuant Generally, Recursion must report annually to the offer IRS the amount of dividends paid to holders of Recursion Shares and certain information about each such holder (including each such holder’s name and address, and the amount of tax withheld, if any). A similar report will be sent to each holder. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in a holder’s country of residence. Payments of dividends on or of proceeds from the disposition of Exscientia ADSs, Exscientia Shares or Recursion Shares made to a holder may be subject to certain information reporting requirements (unless the U.S. Holder is an exempt recipient). In addition, a U.S. Holder may be subject to and backup withholding at the rate of 28% with respect to the receipt of cash in exchange unless a holder establishes an exemption, for a note unless the U.S. Holder provides us with a correct taxpayer identification number example, by properly certifying its exempt status (“TIN”) and certifies that the U.S. Holder if it is a U.S. personholder) on a properly completed IRS Form W-9 or its non-U.S. status on a properly completed IRS Form W-8BEN or W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, the TIN is correct (or that the U.S. Holder is awaiting a TIN) and the U.S. Holder is not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and information reporting may apply if the procedure for obtaining such exemptionapplicable withholding agent has actual knowledge, or reason to know, that holder has provided an incorrect certification (e.g., if it knows that a holder falsely certified that it is not a U.S. person). Backup withholding is not an additional tax. Any amount paid as backup withholding would be creditable against ; rather, the U.S. Holder’s U.S. federal income tax liability and 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 or credit may entitle generally be obtained from the U.S. Holder to a refundIRS, provided that the requisite required information is properly provided furnished to the Internal Revenue Service IRS in a timely manner. In general, Holders should consult their own tax advisors regarding the information reporting and backup withholding requirements, as well as any other applicable tax reporting obligations (including the rules TABLE OF CONTENTS​ applicable to the reporting of specified foreign financial assets and the reporting of “loss transactions” in which a U.S. holder recognizes a tax loss in excess of certain thresholds), in connection with their receipt of proceeds pursuant to the Transaction and their ongoing ownership of Recursion Shares. Certain provisions of the Hiring Incentives to Restore Employment (HIRE) Act of 2010, commonly referred to as the Foreign Account Tax Compliance Act, Treasury Regulations issued thereunder and official IRS guidance, or, collectively, FATCA, generally impose a U.S. federal withholding tax of 30% on dividends on, and, subject to the discussion of certain proposed Treasury Regulations below, the gross proceeds from a sale or other disposition of Recursion Shares, paid to a “foreign financial institution” ​(as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and, subject to the discussion of certain proposed Treasury Regulations below, the gross proceeds from a sale or other disposition of Recursion Shares paid to a “non-financial foreign entity” ​(as specially defined under these rules) unless such entity provides the withholding agent with a certification identifying the substantial direct and indirect U.S. owners of the entity, certifies that it does not have any substantial U.S. owners, or otherwise establishes an exemption. The withholding tax will apply regardless of whether the payment otherwise would be exempt from U.S. nonresident and backup withholding tax, including under the other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Non-U.S. holders should consult with their own tax advisors regarding the application of FATCA withholding to their investment in, and ownership and disposition of, Recursion Shares. The Treasury Secretary has issued proposed Treasury Regulations, which, if finalized in their present form, would eliminate withholding under FATCA with respect to payment of gross proceeds from a sale or other disposition of Recursion Shares. In its preamble to such proposed Treasury Regulations, the U.S. Treasury stated that taxpayers may generally rely on the proposed Treasury Regulations until final regulations are issued. TABLE OF CONTENTS​​ The comments set out below summarize certain limited aspects of the UK tax treatment of certain Exscientia shareholders under the Transaction and in respect of the Recursion Shares received pursuant to the Transaction and do not purport to be a complete analysis of all tax considerations relating to the Transaction or the holding of Recursion Shares. They are based on current UK legislation and current published HM Revenue & Customs (“HMRC”) practice (which may not be binding on HMRC), in each case as at the latest practicable date before the publication of this joint proxy statement, both of which are subject to change, possibly with retrospective effect. The comments are intended as a general guide and do not deal with certain types of Exscientia shareholder such as charities, trustees, dealers in securities, persons who have or could be treated for tax purposes as having acquired their interests in Exscientia or Recursion by reason of an office or their employment or as carried interest, collective investment schemes, persons subject to UK tax on the remittance basis or insurance companies. References below to “UK Holders” are to Exscientia shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in, and only in, the United Kingdom (and to whom split-year treatment does not apply), who hold their interests in Exscientia and Recursion as an investment (other than under a self-invested personal pension plan or individual savings account) and who are the absolute beneficial owners of such interests in Exscientia and Recursion. References below to “Exscientia Shares” are to Exscientia Shares and/or Exscientia ADSs, where appropriate. The following assumes that the holder of an Exscientia ADS is the beneficial owner of the underlying Exscientia Share for U.K. tax purposes. Liability to UK taxation of chargeable gains in respect of the transfer of their Exscientia Shares will depend on the individual circumstances of UK Holders as described in more detail below. Except as otherwise provided below, a UK Holder receiving Recursion Shares in exchange for Exscientia Shares under the Scheme should not be treated as having made a disposal of Exscientia Shares. Instead any gain or loss which would otherwise have arisen on the disposal of the relevant interests in Exscientia Shares will be “rolled-over” into the Recursion Shares received so that the Recursion Shares will be treated as the same asset, acquired at the same time and for the same acquisition cost as such interests in Exscientia Shares. In relation to UK Holders who, alone or together with persons connected with them, hold interests in more than 5% of, or of any class of, shares in or debentures of Exscientia, “roll-over” treatment is subject to the exchange of interests in Exscientia Shares for Recursion Shares being effected for bona fide commercial reasons and not forming part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of liability to UK capital gains tax or UK corporation tax. An application for clearance will not apply be made to HMRC under section 138 of the UK Taxation of Chargeable Gains Act 1992 in this regard. An individual UK Xxxxxx who has ceased to be resident in the United Kingdom for tax purposes for a period of 5 complete tax years or less and who realizes a gain in respect of their Exscientia Shares during that period may also be liable on returning to the United Kingdom to tax on any capital gain realized. This TABLE OF CONTENTS​ also applies to individuals who have not ceased to be resident in the United Kingdom but who have become non-UK resident pursuant to the application of a double taxation treaty. The proceeds from the sale of notes by fractional entitlements to Recursion Shares that would otherwise have been required to be delivered to a Non-U.S. UK Holder pursuant to the offerScheme in respect of a holding of Exscientia Shares, provided that and the Nonreceipt of cash by a UK Holder in respect of a holding of Exscientia ADSs payable under the terms of the Scheme in substitution for such proceeds, will be treated as arising from a part-U.S. disposal of Exscientia Shares, in which case such UK Holder has provided may, depending on the required documentation that it is not particular circumstances, incur a U.S. person (for example, Internal Revenue Service Form W-8BEN)liability to UK capital gains tax or UK corporation tax. However, information reporting (but not backup withholding) may apply to any portion in the case of the cash proceeds from the sale of fractional entitlements paid in respect of a holding of Exscientia Shares where the amount of such cash received is “small”, the receipt of the cash will not trigger a disposal at that time unless the UK Holder elects otherwise. A disposal will then be triggered only when the Recursion Shares are disposed of and the amount of the cash received will be deducted from the UK Holder’s chargeable gains acquisition cost in the Recursion Shares. The current practice of HMRC is to regard a sum as “small” for these purposes if either (i) it is 5% or less of the value of the particular UK Holder’s Exscientia Shares; or (ii) it is £3,000 or less, regardless of whether it satisfies the 5% test. The advisability of using this alternative treatment will depend upon a UK Holder’s individual circumstances, in particular the availability to a UK Holder of any exemptions and reliefs from tax on chargeable gains or allowable losses in the tax year in which the cash is received. This treatment, in relation to cash proceeds attributable to accrued interestof a sale of fractional entitlements where the amount is “small”, even if the accrued interest is not subject expected to U.S. tax because be available in relation to cash received by a UK Holder in respect of a treaty holding of Exscientia ADSs in substitution for such proceeds. The following statement about UK stamp duty and SDRT applies regardless of whether a UK Holder is resident, domiciled or Code exceptiondeemed domiciled in the United Kingdom. Table No UK stamp duty or SDRT will be payable by the Exscientia shareholders on the transfer of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities Exscientia Shares under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneScheme.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted Payments made in exchange for payment Shares pursuant to the offer Offer or the Merger may be subject subject, under certain circumstances, to certain information reporting requirements and backup withholding (unless the U.S. Holder is an exempt recipientcurrently at a rate of 24%). In additionTo avoid backup withholding, a U.S. Holder may be subject to that does not otherwise establish an exemption from U.S. federal backup withholding at the rate of 28% with respect should complete and return to the receipt of cash in exchange for applicable withholding agent a note unless the U.S. Holder provides us with a correct taxpayer identification number (“TIN”) properly completed and certifies executed IRS Form W-9, certifying that the such U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder taxpayer identification number provided is awaiting a TIN) correct, and the that such U.S. Holder is not currently subject to backup withholding. Non-U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption generally will be exempt from backup withholding and information reporting requirements with respect to payments made in exchange for Shares pursuant to the procedure for obtaining Offer or the Merger. However, in certain circumstances a Non-U.S. Holder may be required to furnish to the applicable withholding agent (i) a valid IRS Form W-8BEN or Form W-8BEN-E on which such exemptionNon-U.S. Holder certifies, under penalties of perjury, that it is not a U.S. person or (ii) such other documentation upon which the withholding agent may rely to treat the payments as made to a non-U.S. person in accordance with Treasury Regulations. Backup withholding is not an additional tax. Any amount paid as amounts withheld under the backup withholding would rules may be creditable refunded or credited against the U.S. Holdera stockholder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refundliability, if any, provided that such holder furnishes the requisite required information is properly provided to the Internal Revenue Service IRS in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Medicare Tax. Non-corporate U.S. Holder Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a Medicare tax at a 3.8% rate on all or a portion of their net investment income, which may include net gain realized upon the exchange of Shares for cash pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a Offer or Merger. A U.S. person (for examplethat is an individual, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply estate or trust is encouraged to consult its tax advisors regarding the applicability of this Medicare tax to any portion gains it realizes upon the exchange of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees Shares for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes cash pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held Offer or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneMerger.

Information Reporting and Backup Withholding. A U.S. Payments made to a Holder whose notes are tendered and accepted with respect to Shares exchanged for payment cash pursuant to the offer may Offer or the Merger will be subject reported to certain information reporting requirements (unless the U.S. Holder is an exempt recipient)and the IRS to the extent required by the Code and applicable Treasury Regulations. In addition, a U.S. noncorporate Holder may be subject to backup withholding tax at the applicable rate of (currently 28% %) with respect to cash payments received upon the receipt exchange of cash in exchange for Shares pursuant to the Offer or the Merger unless an exemption applies. For an exemption to apply to a note unless the U.S. Holder, such U.S. Holder provides us must (i) timely provide the Depositary with a correct taxpayer identification number and otherwise comply with certain certification procedures (“TIN”generally, by providing a properly completed Form W-9 included with the Letter of Transmittal) or (ii) otherwise establish to the satisfaction of the Depositary that such U.S. Holder is exempt from backup withholding tax. For an exemption to apply to a Non-U.S. Holder, such Non-U.S. Holder must (i) certify under penalties of perjury on an appropriate and certifies properly completed IRS Form W-8 that such Non-U.S. Holder is not a U.S. person (provided that the U.S. Depositary does not have actual knowledge or reason to know that the Holder is a U.S. person), or (ii) otherwise establish to the TIN is correct (or satisfaction of the Depositary that the such Non-U.S. Holder is awaiting a TIN) and the exempt from backup withholding tax. Each Non-U.S. Holder is not currently subject to backup withholding. U.S. Holders are encouraged urged to consult their its own tax advisors as advisor to their qualification for exemption from backup withholding and determine which IRS Form W-8 is appropriate in such Non-U.S. Holder’s case. If Shares are held through a non-U.S. partnership or other flow-through entity, certain documentation requirements also may apply to the procedure for obtaining such exemptionpartnership or other flow-through entity. 19 Table of Contents Backup withholding is not an additional tax. Any amount paid as , and any amounts withheld under the backup withholding would rules from a payment to a Holder generally will be creditable allowed as a refund or credit against the U.S. such Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refundliability, provided that such Holder timely furnishes the requisite required information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneIRS.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment Payments made to a holder of Shares upon such holder’s exchange of Shares pursuant to the offer Offer or the Merger may be subject to certain information reporting requirements (unless reporting, and the U.S. Holder is an exempt recipient). In addition, cash consideration paid to a U.S. Holder holder of Shares may be subject to backup withholding (currently at the rate of 28% %). A U.S. holder will not be subject to backup withholding if the U.S. holder (i) furnishes a correct TIN and complies with respect certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9, which will be included with the applicable Letter(s) of Transmittal to be returned to the receipt Depositary); or (ii) otherwise establishes to the satisfaction of cash in exchange for the Depositary that such U.S. holder is exempt from backup withholding tax. A non-U.S. holder will not be subject to backup withholding if the non-U.S. holder certifies its exempt status by providing a note unless the U.S. Holder provides us with a correct taxpayer identification number (“TIN”) and certifies that the U.S. Holder is a U.S. personproperly executed IRS Form W-8BEN or Form W-8BEN-E, the TIN is correct as applicable (or other applicable IRS Form W-8). We must report to the IRS and to each non-U.S. holder any interest (including imputed interest) that is paid to the non-U.S. Holder is awaiting a TINholder. Copies of these information returns may also be made available to the tax authorities of the country in which the non-U.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Certain stockholders (including corporations) and the U.S. Holder is generally are not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as , and any amounts withheld under the backup withholding would rules from a payment to a U.S. holder generally will be creditable allowed as a refund or credit against the such U.S. Holderholder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refundliability, provided that such holder timely and properly furnishes the requisite required information is properly provided to the Internal Revenue Service IRS. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exceptionincome. Table of Contents DEALER MANAGERS; DEPOSITARY THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE OFFER OR THE MERGER. HOLDERS OF SHARES ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER OR MERGER, INCLUDING THE APPLICABILITY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc.EFFECT OF U.S. FEDERAL, Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managersSTATE, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offerLOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES. In their role as dealer managersNOTHING IN THIS DISCUSSION IS INTENDED TO BE, X.X. Xxxxxx Securities Inc.OR SHOULD BE CONSTRUED AS, Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneTAX ADVICE.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted Payments made in exchange for payment Shares pursuant to the offer Offer or the Merger may be subject subject, under certain circumstances, to certain information reporting requirements and backup withholding (unless the U.S. Holder is an exempt recipientcurrently at a rate of 24%). In additionTo avoid backup withholding, a U.S. Holder may be subject to that does not otherwise establish an exemption from U.S. federal backup withholding at the rate of 28% with respect should complete and return to the receipt of cash in exchange for applicable withholding agent a note unless the U.S. Holder provides us with a correct taxpayer identification number (“TIN”) properly completed and certifies executed IRS Form W-9, certifying that the such U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder taxpayer identification number provided is awaiting a TIN) correct, and the that such U.S. Holder is not currently subject to backup withholding. Non-U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption generally will be exempt from backup withholding and information reporting requirements with respect to payments made in exchange for Shares pursuant to the procedure for obtaining Offer or the Merger if such exemptionNon-U.S. Holder furnishes to the applicable withholding agent (i) a valid IRS Form W-8BEN or Form W-8BEN-E on which such Non-U.S. Holder certifies, under penalties of perjury, that it is not a U.S. person or (ii) such other documentation upon which the withholding agent may rely to treat the payments as made to a non-U.S. person in accordance with Treasury Regulations. Backup withholding is not an additional tax. Any amount paid as amounts withheld under the backup withholding would rules may be creditable refunded or credited against the U.S. Holdera stockholder’s U.S. federal income tax liability and may entitle liability, if any; provided that such stockholder timely furnishes the required information to the IRS. Medicare Tax. Non-corporate U.S. Holder Holders that are individuals, estates or trusts whose income exceeds certain thresholds generally are subject to a refundMedicare tax at a 3.8% rate on all or a portion of their net investment income, provided that which may include net gain realized upon the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale exchange of notes by a Non-U.S. Holder Shares for cash pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a Offer or Merger. A U.S. person (for examplethat is an individual, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply estate or trust is encouraged to consult its tax advisors regarding the applicability of this Medicare tax to any portion gains it realizes upon the exchange of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees Shares for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes cash pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held Offer or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneMerger.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered Under the “backup withholding” provisions of United States federal income tax law, the Depositary may be required to withhold and accepted for payment pay over to the Internal Revenue Service (which we refer to as “IRS”) a portion (currently, 28%) of the amount of any payments made by the Purchaser pursuant to the offer may be Offer. In order to prevent backup withholding from being imposed on the payment of the Offer Price for Shares purchased pursuant to the Offer, each United States Holder (as defined below) must provide the Depositary with such shareholder’s correct taxpayer identification number (which we refer to as “TIN”) and certify that such shareholder is not subject to certain information reporting requirements (unless backup withholding by completing IRS Form W-9 included in the U.S. Holder is an exempt recipient)Letter of Transmittal or otherwise establish a valid exemption from backup withholding to the satisfaction of the Depositary. In additionIf a shareholder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a U.S. Holder penalty on the shareholder and payment of cash to the shareholder pursuant to the Offer may be subject to backup withholding at the rate of 28% with respect withholding. All United States Holders (as defined below) surrendering Shares pursuant to the receipt Offer should complete and sign the IRS Form W-9 included in the Letter of cash in exchange for a note unless Transmittal to provide the U.S. Holder provides us with a correct taxpayer identification number information necessary to avoid backup withholding. Certain shareholders (“TIN”including, among others, all corporations and certain foreign individuals) are exempt from backup withholding and certifies that the U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder is awaiting a TIN) and the U.S. Holder is payments to such persons will not currently be subject to backup withholding, provided that a valid exemption is established to the satisfaction of the Depositary. U.S. Holders are encouraged Each tendering non-United States Holder (as defined below) should submit an appropriate properly completed IRS Form W-8 (a copy of which may be obtained from the Depositary) certifying, under penalties of perjury, to consult their tax advisors as such non-United States Holder’s foreign status in order to their qualification for establish an exemption from backup withholding and withholding. See Instruction 8 of the procedure Letter of Transmittal. As used in this discussion, a “United States Holder” means a beneficial owner of Shares who or that is: (i) an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code; (ii) a corporation (or other entity treated as a corporation for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as backup withholding would be creditable against the U.S. Holder’s U.S. United States federal income tax liability purposes) created or organized in or under the laws of the United States, or of any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust, if a United States court can exercise primary supervision over the administration of the trust and may entitle (a) one or more United States persons have the U.S. authority to control all substantial trust decisions or (b) if the trust was in existence on Table of Contents August 20, 1996, it has elected to continue to be treated as a United States person and it has met certain other requirements. A non-United States Holder to is a refund, provided beneficial owner of Shares that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneUnited States Holder.

Information Reporting and Backup Withholding. A U.S. Holder whose notes are tendered and accepted for payment Information reporting generally will apply to payments to a stockholder pursuant to the offer may be subject to certain Offer or the Merger, unless such stockholder is an entity that is exempt from information reporting requirements (unless the U.S. Holder is an exempt recipient)and, when required, properly demonstrates its eligibility for exemption. In addition, Any payment to a U.S. Holder may that is subject to information reporting generally will also be subject to backup withholding at the rate of 28% with respect to the receipt of cash in exchange for a note withholding, unless the such U.S. Holder provides us with a correct the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number (“TIN”) is correct, or otherwise establishes an exemption. The information reporting and certifies backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person, the TIN person (generally by providing an IRS Form W-8BEN Table of Contents or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which IRS Form W-8 is correct appropriate. Certain stockholders (or that the U.S. Holder is awaiting a TINincluding corporations) and the U.S. Holder is generally are not currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Backup withholding is not an additional tax. Any amount paid as amounts withheld under the backup withholding would rules generally will be creditable allowed as a refund or a credit against the a U.S. Holder’s U.S. federal income tax liability if the required information is properly and may entitle the timely furnished by such U.S. Holder to a refundthe IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In generalINCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, information reporting and backup withholding will not apply to the sale of notes by a NonSTATE, LOCAL, NON-U.S. Holder pursuant to the offerUNITED STATES, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the offer. We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephoneOR OTHER LAWS.