Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Payments made to stockholders in the Offer or the Merger may be reported to the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to the Offer or the Merger. To prevent such backup withholding, each stockholder who is a U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8), signed under penalty of perjury, attesting to such Non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of such amounts if they timely provide certain required information to the IRS. Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

Information Reporting and Backup Withholding. Payments of the Offer Price or the Merger Consideration, as applicable (including the Milestone Payments) made to certain Miramar stockholders in connection with the Offer or the Merger may be reported subject to information reporting and “backup withholding” for United States federal income tax purposes. See Section 3 — “Procedures for Tendering Shares — Backup Withholding” of this Offer to Purchase. In order to avoid backup withholding with respect to payments received pursuant to the IRSOffer or the Merger (including the Milestone Payments), a Miramar stockholder must provide an IRS Form W-9 (if the Miramar stockholder is a U.S. Holder) or the appropriate IRS Form W-8 (if the Miramar stockholder is not such a U.S. Holder) in accordance with instructions attached to the Letter of Transmittal sent to Miramar stockholders. In addition, under A Miramar stockholder may be required to renew periodically any such IRS Form. Miramar stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by the IRS and backup withholding for U.S. federal income tax lawspurposes (currently imposed at a rate of 28%) on payments of the Offer Price or Merger Consideration, as applicable. In the event any amount is withheld as a result of backup withholding at requirements, the statutory rate (currently 24%) may apply affected Miramar stockholder should consult with such stockholder’s own tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to the amount amounts so withheld. Miramar stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption. Tax information provided to a U.S. Holder and the IRS on Form 1099-B for the year of the disposition of their Shares may reflect only the cash amounts paid to certain stockholders (who are not “exempt” recipients) the U.S. Holder pursuant to the Offer or the Merger, as applicable, and not the fair market value of the U.S. Holder’s interest in the Milestone Payments. To prevent such backup withholdingAccordingly, each stockholder who is a U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify that treats the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8), signed under penalty of perjury, attesting to such Non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). Backup withholding is not an additional tax. Taxpayers may use amounts withheld Merger as a credit against their “closed transaction” for U.S. federal income tax liability or purposes may claim receive a refund Form 1099-B reporting an amount received that is less than the amount such U.S. Holder will realize in the year of such amounts if they timely provide certain required information the Merger. In addition, any Form 1099-B a U.S. Holder receives with respect to Milestone Payments may reflect the entire amount of the Milestone Payments paid to the IRSU.S. Holder (except imputed interest) and therefore may not take into account the fact that the U.S. Holder already included the value of the Milestone Payments in such U.S. Holder’s amount realized in the year of the Merger. As a result, U.S. Holders reporting under this method should not rely on the amounts reported to them on Forms 1099-B with respect to the Merger. U.S. Holders are urged to consult their tax advisors regarding the application of backup withholding how to accurately report their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholdingincome under this method.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be reported subject to the IRS. In addition, under the backup withholding of U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to on payments for Shares purchased in the Offer or exchanged in the MergerMerger (currently at a rate of 24%). To prevent such avoid backup withholding, each stockholder who is a U.S. Holder stockholder or payee should complete and who does not otherwise establish an exemption from backup withholding must notify return the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number Internal Revenue Service (generally an employer identification number or social security number“IRS”) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is W-9 included in the Letter of Transmittal. Failure to timely provide the , listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information on the IRS Form W-9 may subject the a stockholder to backup withholding on a penalty imposed payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by the IRSsuch stockholder. Certain “exempt” recipients stockholders or payees (including, among others, generally all corporations and certain corporations, non-U.S. Holdersresident foreign individuals and foreign entities) are not subject to these backup withholding requirements (though and reporting requirements. An exempt U.S. corporations may be required to submit an stockholder or payee should indicate its exempt status on IRS Form W-9 to establish such exemption)W-9. For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must Any foreign stockholder or payee should submit a statement (generally, an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), signed under penalty of perjury, ) attesting to such Non-U.S. Holder’s exempt statusforeign status in order to qualify for an exemption from information reporting and backup withholding. A copy Information disclosed on an applicable IRS Form by a stockholder or payee may be disclosed to the local tax authorities of the appropriate IRS Form W-8 may be obtained from the Depositary foreign stockholder under an applicable tax treaty or from the IRS website (xxx.xxx.xxx)a broad information exchange agreement. Backup withholding is not an additional tax. Taxpayers may use Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against their a stockholder’s U.S. federal income tax liability or may claim a refund of such amounts if they timely provide certain provided the required information is timely furnished to the IRS. Holders are urged to Each stockholder and payee should consult their tax advisors regarding the application of backup withholding as to their particular circumstances and the availability of, and procedure any qualification for obtaining, an exemption from backup withholdingwithholding and the procedure for obtaining any such exemption.

Information Reporting and Backup Withholding. Payments made to stockholders in the Offer or the Merger may be reported to the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to the Offer or the Merger. To prevent such backup U.S. federal income tax withholding, each stockholder who is a U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8), signed under penalty of perjury, attesting to such Nonnon-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). A disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of such amounts if they timely provide certain required information to the IRS. Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

Information Reporting and Backup Withholding. Payments made to stockholders in the Offer or the Merger may be reported a Holder with respect to the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) Shares exchanged for cash pursuant to the Offer or the MergerMerger will be reported to the Holder and the IRS to the extent required by the Code and applicable Treasury Regulations. To prevent such In addition, a noncorporate Holder may be subject to backup withholding, each stockholder who is withholding tax at the applicable rate (currently 28%) with respect to cash payments received upon the exchange of Shares pursuant to the Offer or the Merger unless an exemption applies. For an exemption to apply to a U.S. Holder, such U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify (i) timely provide the Depositary or other applicable withholding agent of the stockholder’s with a correct taxpayer identification number and otherwise comply with certain certification procedures (generally an employer identification number or social security number) and provide certain other information generally, by completing, under penalty of perjury, an IRS providing a properly completed Form W-9, a copy of which is W-9 included in 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. Failure For an exemption to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder apply to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain nonNon-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholdingHolder, such Non-U.S. Holder must submit a statement (generally, i) certify under penalties of perjury on an appropriate and properly completed IRS Form W-8BEN W-8 that such Non-U.S. Holder is not a U.S. person (provided that the Depositary does not have actual knowledge or W-8BENreason to know that the Holder is a U.S. person), or (ii) otherwise establish to the satisfaction of the Depositary that such Non-E or other applicable U.S. Holder is exempt from backup withholding tax. Each Non-U.S. Holder is urged to consult its own tax advisor to determine which IRS Form W-8), signed under penalty of perjury, attesting to W-8 is appropriate in such Non-U.S. Holder’s exempt statuscase. A copy If Shares are held through a non-U.S. partnership or other flow-through entity, certain documentation requirements also may apply to the partnership or other flow-through entity. 19 Table of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). Contents Backup withholding is not an additional tax. Taxpayers may use , and any amounts withheld under the backup withholding rules from a payment to a Holder generally will be allowed as a refund or credit against their such Holder’s U.S. federal income tax liability or may claim a refund of liability, provided that such amounts if they Holder timely provide certain furnishes the required information to the IRS. Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

Information Reporting and Backup Withholding. Payments made A U.S. Holder whose notes are tendered and accepted for payment pursuant to stockholders in the Offer or the Merger offer may be reported subject to certain information reporting requirements (unless the IRSU.S. Holder is an exempt recipient). In addition, under the a U.S. federal income tax laws, Holder may be subject to backup withholding at the statutory rate (currently 24%) may apply of 28% with respect to the amount paid to certain stockholders receipt of cash in exchange for a note unless the U.S. Holder provides us with a correct taxpayer identification number (who are not “exempt” recipientsTIN”) pursuant to and certifies that the Offer or the Merger. To prevent such backup withholding, each stockholder who U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder is awaiting a TIN) and who does the U.S. Holder is not otherwise establish an currently subject to backup withholding. U.S. Holders are encouraged to consult their tax advisors as to their qualification for exemption from backup withholding must notify and the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish procedure for obtaining such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8), signed under penalty of perjury, attesting to such Non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). Backup withholding is not an additional tax. Taxpayers may use amounts withheld Any amount paid as a credit backup withholding would be creditable against their 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 claim 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 refund 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 amounts if they timely provide certain required information to information. In connection with the IRS. Holders are urged to consult their tax advisors regarding 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 application of backup withholding to their particular circumstances and the availability ofmail, and procedure for obtaining, an exemption from backup withholdingpersonally or by telephone.

Information Reporting and Backup Withholding. Generally, Recursion must report annually to the 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 stockholders in the Offer or the Merger a holder may be reported subject to the IRS. In addition, under the U.S. federal income tax laws, information reporting and backup withholding at the statutory rate unless a holder establishes an exemption, for example, by properly certifying its exempt status (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to the Offer or the Merger. To prevent such backup withholding, each stockholder who if it is a U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security numberholder) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, on a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the properly completed IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain or its non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For status on a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must submit a statement (generally, an properly completed IRS Form W-8BEN or W-8BEN-E or other applicable another appropriate version of IRS Form W-8). Notwithstanding the foregoing, signed under penalty of perjurybackup withholding and information reporting may apply if the applicable withholding agent has actual knowledge, attesting or reason to such Non-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. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxxperson). Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their ; rather, the U.S. federal income tax liability or may claim 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 generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner. 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 amounts if they timely provide institution (which includes certain required information 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 IRSdiscussion 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. Holders are urged to 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 backup FATCA withholding to their particular 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 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 fractional entitlements to Recursion Shares that would otherwise have been required to be delivered to a UK Holder pursuant to the Scheme in respect of a holding of Exscientia Shares, and the receipt 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-disposal of Exscientia Shares, in which case such UK Holder may, depending on the particular circumstances, incur a liability to UK capital gains tax or UK corporation tax. However, 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 ofto 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 of a sale of fractional entitlements where the amount is “small”, is not expected to be available in relation to cash received by a UK Holder in respect of a holding of Exscientia ADSs in substitution for such proceeds. The following statement about UK stamp duty and procedure for obtainingSDRT applies regardless of whether a UK Holder is resident, an exemption from backup withholdingdomiciled or deemed domiciled in the United Kingdom. No UK stamp duty or SDRT will be payable by the Exscientia shareholders on the transfer of Exscientia Shares under the Scheme.

Information Reporting and Backup Withholding. Payments The Debtors will withhold all amounts required by law to be withheld from payments of interest and dividends. The Debtors will comply with all applicable reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to stockholders in a Holder of a Claim under the Offer or the Merger may be reported Plan, as well as future payments made with respect to the IRSconsideration received under the Plan. In addition, backup withholding of taxes will generally apply to payments in respect of a Claim under the U.S. federal income tax lawsPlan, backup withholding at the statutory rate (currently 24%) may apply as well as future payments made with respect to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to consideration received under the Offer or Plan, unless, in the Merger. To prevent such backup withholding, each stockholder who is case of a U.S. Holder, such U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, provides a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the properly executed IRS Form W-9 may subject or, in the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For case of a non-U.S. Holder to qualify for such an exemption from backup withholdingHolder, such Nonnon-U.S. Holder must submit provides a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other properly executed applicable IRS Form W-8)W-8 (or, signed under penalty of perjuryin each case, attesting to such Non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxxHolder otherwise establishes eligibility for an exemption). Backup withholding is not an additional tax. Taxpayers Amounts withheld under the backup withholding rules may use amounts withheld as be credited against a credit against their Holder’s U.S. federal income tax liability or liability, and the Holder may claim obtain a refund of such any excess amounts if they timely provide withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a federal income tax return). In addition, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain required information to types of transactions in which the IRStaxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the application of backup withholding transactions contemplated by the Plan would be subject to their particular circumstances these regulations and require disclosure on the availability ofHolders’ tax returns. THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, and procedure for obtainingINCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, an exemption from backup withholdingLOCAL, OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be reported subject to the IRS. In addition, under the backup withholding of U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to on payments for Shares purchased in the Offer or exchanged in the MergerMerger (currently at a rate of 24%). To prevent such avoid backup withholding, each stockholder who is a U.S. Holder stockholder or payee should complete and who does not otherwise establish an exemption from backup withholding must notify return the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number Internal Revenue Service (generally an employer identification number or social security number“IRS”) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is W-9 included in the Letter of Transmittal. Failure to timely provide the , listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information on the IRS Form W-9 may subject the a stockholder to backup withholding on a penalty imposed payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by the IRSsuch stockholder. Certain “exempt” recipients stockholders or payees (including, among others, generally all corporations and certain corporations, non-U.S. Holdersresident foreign individuals and foreign entities) are not subject to these backup withholding requirements (though and reporting requirements. An exempt U.S. corporations may be required to submit an stockholder or payee should indicate its exempt status on IRS Form W-9 to establish such exemption)W-9. For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-U.S. Holder must Any foreign stockholder or payee should submit a statement (generally, an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), signed under penalty of perjury, ) attesting to such Non-U.S. Holder’s exempt statusforeign status in order to qualify for an exemption from information reporting and backup withholding. A copy of disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8 W-8, and not the IRS Form W-9. Information disclosed on an applicable IRS Form by a stockholder or payee may be obtained from disclosed to the Depositary local tax authorities of the foreign stockholder under an applicable tax treaty or from the IRS website (xxx.xxx.xxx)an information exchange agreement. Backup withholding is not an additional tax. Taxpayers may use Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against their a stockholder’s U.S. federal income tax liability or may claim a refund of such amounts if they timely provide certain liability, provided the required information is timely furnished to the IRS. Holders are urged to Each stockholder and payee should consult their tax advisors regarding the application of backup withholding as to their particular circumstances and the availability of, and procedure any qualification for obtaining, an exemption from backup withholdingwithholding and the procedure for obtaining any such exemption.

Information Reporting and Backup Withholding. Payments made to stockholders of Blue Apron in the Offer or the Merger generally will be subject to information reporting and may be reported subject to the IRS. In addition, under the backup withholding of U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to on payments for Shares made in the Offer or the MergerMerger (currently at a rate of 24%). To prevent such avoid backup withholding, each any stockholder who that is a U.S. Holder and who person that does not otherwise establish an exemption from U.S. federal backup withholding must notify should complete and return the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is W-9 included in the Letter of Transmittal. Failure to timely provide If you are an LLC or Other Classification, do not complete the correct Form W-9 included in the Letter of Transmittal. You must complete an Internal Revenue Service (“IRS”) Form W-9. This form can be found on the IRS website at xxx.xxx.xxx. See “Limited Liability Company or Other Classification” on the back of the enclosed Form W-9 for more information. The Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, that the taxpayer identification number on the IRS Form W-9 may subject the provided is correct, and that such stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are is not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, such Non-. Any stockholder that is not a U.S. Holder must person should submit a statement (generally, an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), signed under penalty of perjury, ) attesting to such Non-U.S. Holderstockholder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained foreign status in order to qualify for an exemption from the Depositary or from the IRS website (xxx.xxx.xxx)information reporting and backup withholding. Backup withholding is not an additional tax. Taxpayers may use Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against their a stockholder’s U.S. federal income tax liability or may claim a refund of such amounts liability, if they timely provide certain any, provided the required information is timely furnished to the IRS. Holders are urged to consult their tax advisors regarding the application of If backup withholding to their particular circumstances applies and results in an overpayment of tax, a refund can generally be obtained by the availability of, and procedure for obtaining, an exemption from backup withholdingstockholder timely filing a U.S. federal income tax return.

Information Reporting and Backup Withholding. Payments made to stockholders a U.S. holder in connection with the Offer or the Merger will be subject to information reporting and may be reported subject to "backup withholding" at a 28 percent rate. See Section 3—"Procedure for Tendering Shares." Backup withholding generally applies if the stockholder (i) fails to furnish its social security number or other taxpayer identification number ("TIN"), (ii) furnishes an incorrect TIN or (iii) fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is its correct number and that the stockholder is not subject to backup withholding. Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax, provided a claim for refund is timely filed with the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may Certain penalties apply for failure to the amount paid furnish correct information and for failure to certain include reportable payments in income. Certain stockholders (who including, among others, all corporations and certain foreign individuals and entities) are not “exempt” recipients) pursuant subject to the Offer or the Merger. To prevent such backup withholding, each stockholder who is a U.S. Holder and who does not otherwise establish an . You should consult with your own tax advisor as to your qualification for exemption from backup withholding must notify and the Depositary or other applicable procedure for obtaining such exemption. If you are a U.S. holder, you may be able to prevent backup withholding agent of by completing the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Substitute Form W-9, a copy of which is W-9 included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) If you are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholdingholder, such Non-U.S. Holder must submit a statement (generally, you should complete an IRS Form W-8BEN or W-8BEN-E , or other applicable IRS Form W-8), signed under penalty of perjury, attesting in order to such Non-U.S. Holder’s exempt statusavoid backup withholding. A copy of the appropriate IRS Form FormW-8BEN and other IRS Forms W-8 may be obtained are available from the Depositary or from the IRS website Internal Revenue Service web site, at xxxx://xxx.xxx.xxx. THE 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 (xxx.xxx.xxx). Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of such amounts if they timely provide certain required information to the IRS. Holders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability ofINCLUDING THE APPLICATION AND EFFECT OF ANY STATE, and procedure for obtaining, an exemption from backup withholdingLOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER OR MERGER.