{"id":43445,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-transmittal-to-tender-shares-acquisition-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-transmittal-to-tender-shares-acquisition-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/letter-of-transmittal-to-tender-shares-acquisition-of.html","title":{"rendered":"Letter of Transmittal – To Tender Shares – Acquisition of Micromet, Inc. by Amgen Inc."},"content":{"rendered":"<\/p>\n

LETTER OF TRANSMITTAL <\/strong><\/p>\n

To Tender Shares of Common Stock <\/strong><\/p>\n

(Including the Associated Preferred Share Purchase
\nRights) <\/strong><\/p>\n

of <\/strong><\/p>\n

MICROMET, INC. <\/strong><\/p>\n

at <\/strong><\/p>\n

$11.00 NET PER SHARE <\/strong><\/p>\n

Pursuant to the Offer to Purchase dated February 2,
\n2012 <\/strong><\/p>\n

by <\/strong><\/p>\n

ARMSTRONG ACQUISITION CORP., <\/strong><\/p>\n

a wholly owned subsidiary of <\/strong><\/p>\n

\n

AMGEN INC. <\/strong><\/p>\n

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
\nYORK CITY TIME, AT THE END OF THURSDAY, MARCH 1, 2012, UNLESS THE OFFER IS
\nEXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).
\n<\/strong><\/p>\n

The Depositary for the Tender Offer is: <\/em><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If delivering by mail:<\/u><\/p>\n

American Stock Transfer & Trust Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

P.O. Box 2042<\/p>\n

New York, New York 10272-2042<\/p>\n<\/td>\n

<\/td>\n\n

If delivering by hand or courier:<\/u><\/p>\n

American Stock Transfer & Trust Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

6201 15th<\/sup> Avenue<\/p>\n

Brooklyn, New York 11219<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Delivery of this Letter of Transmittal to an address other than as
\nset forth above will not constitute a valid delivery to the Depositary (as
\ndefined below). You must sign this Letter of Transmittal in the appropriate
\nspace provided therefor below, with signature guaranteed, if required, and
\ncomplete the IRS Form W-9 included in this Letter of Transmittal, if required.
\nThe instructions set forth in this Letter of Transmittal should be read
\ncarefully before you tender any of your Shares (as defined below) into the Offer
\n(as defined below). <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DESCRIPTION OF SHARES TENDERED<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Name(s) and Address(es) of Registered
\nHolder(s)<\/strong><\/p>\n

(Please Fill in, if Blank, Exactly as Name(s)<\/strong>\n<\/p>\n

Appear(s) on Share Certificate(s))<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Shares Tendered<\/strong><\/p>\n

(Attach additional signed list, if necessary)<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Share Certificate<\/strong><\/p>\n

Number(s)(1)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total Number of<\/strong><\/p>\n

Shares Represented<\/strong><\/p>\n

by<\/strong><\/p>\n

Share Certificate(s)(1)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total Number<\/strong><\/p>\n

of Shares<\/strong><\/p>\n

Represented by<\/strong><\/p>\n

Book entry<\/strong><\/p>\n

(Electronic Form)<\/strong><\/p>\n

Tendered<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total<\/strong><\/p>\n

Number of
\nShares<\/strong><\/p>\n

Tendered(2)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Total Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(1) Need not be completed by stockholders tendering by book-entry transfer.\n<\/p>\n

(2) Unless a lower number of Shares to be tendered is otherwise indicated, it
\nwill be assumed that all Shares described above are being tendered. See
\nInstruction 4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

The Offer is not being made to (and no tenders will be accepted from or on
\nbehalf of) holders of Shares in any jurisdiction in which the making of the
\nOffer or acceptance thereof would not be in compliance with the securities,
\n“blue sky” or other laws of such jurisdiction.<\/p>\n

This Letter of Transmittal is to be used by stockholders of Micromet, Inc., a
\nDelaware corporation (“Micromet”) (i) if certificates for Shares (“Share
\nCertificates”) are to be forwarded herewith or (ii) if delivery of Shares is to
\nbe made by book-entry transfer to an account maintained by the Depositary at The
\nDepository Trust Company (“DTC”), unless an Agent’s Message (as defined in
\nInstruction 2) is utilized in lieu of this Letter of Transmittal, and in any
\ncase in accordance with the procedures set forth in Section 3 of the Offer to
\nPurchase.<\/p>\n

Stockholders whose Share Certificates are not immediately available, or who
\ncannot complete the procedure for book-entry transfer on a timely basis, or who
\ncannot deliver all other required documents to the Depositary prior to the
\nExpiration Date, must tender their Shares according to the guaranteed delivery
\nprocedure set forth in Section 3 of the Offer to Purchase in order to
\nparticipate in the Offer. See Instruction 2. Delivery of documents to
\nDTC does not<\/u> constitute delivery to the Depositary.<\/strong><\/p>\n

IF ANY OF THE SHARE CERTIFICATES THAT YOU OWN HAVE
\nBEEN LOST OR DESTROYED, SEE INSTRUCTION 11 OF THIS LETTER OF TRANSMITTAL
\n<\/strong><\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF YOU HAVE LOST YOUR SHARE CERTIFICATE(S) AND REQUIRE ASSISTANCE
\nIN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND
\nTHAT YOU MUST CONTACT AMERICAN STOCK TRANSFER & TRUST COMPANY LLC TO OBTAIN
\nINSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
\nTO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING
\n(NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF
\nDTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Tendering Institution:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

DTC Account Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Transaction Code Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
\nGUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
\nFOLLOWING:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name(s) of Tendering Stockholder(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Window Ticket Number (if any):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Date of Execution of Notice of Guaranteed Delivery:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Eligible Institution that Guaranteed Delivery:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

NOTE: SIGNATURES MUST BE PROVIDED BELOW. <\/strong>\n<\/p>\n

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
\n<\/strong><\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned hereby tenders to Armstrong Acquisition Corp., a Delaware
\ncorporation (“Purchaser”) and a wholly owned subsidiary of Amgen Inc., a
\nDelaware corporation (“Amgen”), the above described shares of common stock, par
\nvalue $0.00004 per share (together with the associated preferred share purchase
\nrights, the “Shares”), of Micromet, pursuant to Purchaser’s offer to purchase
\nall outstanding Shares, at a purchase price of $11.00 per Share, net to the
\ntendering stockholder in cash, without interest, less any required withholding
\ntaxes, upon the terms and subject to the conditions set forth in the Offer to
\nPurchase, dated February 2, 2012 (as it may be amended or supplemented from time
\nto time, the “Offer to Purchase”), receipt of which is hereby acknowledged, and
\nin this Letter of Transmittal (as it may be amended or supplemented from time to
\ntime, this “Letter of Transmittal” and, together with the Offer to Purchase, the
\n“Offer”). The undersigned understands that Purchaser reserves the right to
\ntransfer or assign in whole or in part from time to time to Amgen or one or more
\ndirect or indirect wholly owned subsidiaries of Amgen the right to purchase all
\nor any portion of the Shares tendered pursuant to the Offer, but any such
\ntransfer or assignment will not relieve Purchaser of its obligations under the
\nOffer and will in no way prejudice the undersigned’s right to receive payment
\nfor the Shares validly tendered and not withdrawn pursuant to the Offer.<\/p>\n

Upon the terms and subject to the conditions of the Offer (and if the Offer
\nis extended or amended, the terms and conditions of the Offer as so extended or
\namended) and subject to, and effective upon, acceptance for payment of Shares
\nvalidly tendered herewith and not properly withdrawn prior to the Expiration
\nDate in accordance with the terms of the Offer, the undersigned hereby sells,
\nassigns and transfers to or upon the order of Purchaser all right, title and
\ninterest in and to all Shares that are being tendered hereby (and all dividends,
\ndistributions, rights, other Shares or other securities issued or issuable in
\nrespect thereof on or after the date hereof (“Distributions”)) and irrevocably
\nconstitutes and appoints American Stock Transfer & Trust Company, LLC (the
\n“Depositary”) the true and lawful agent and attorney-in-fact of the undersigned
\nwith respect to such Shares (and all Distributions), with full power of
\nsubstitution (such power of attorney being deemed to be an irrevocable power
\ncoupled with an interest in the Shares tendered by this Letter of Transmittal),
\nto (i) deliver Share Certificates representing such Shares (and all
\nDistributions) or transfer ownership of such Shares (and all Distributions) on
\nthe account books maintained by the DTC, together, in any such case, with all
\naccompanying evidences of transfer and authenticity, to or upon the order of
\nPurchaser, (ii) present such Shares (and all Distributions) for transfer on the
\nbooks of Micromet and (iii) receive all benefits and otherwise exercise all
\nrights of beneficial ownership of such Shares (and all Distributions), all in
\naccordance with the terms and subject to the conditions of the Offer.<\/p>\n

By executing this Letter of Transmittal (or taking action resulting in the
\ndelivery of an Agent’s Message), the undersigned hereby irrevocably appoints
\nKevin W. Sharer, Robert A. Bradway, Jonathan M. Peacock and David J. Scott, and
\nany other person designated in writing by Purchaser as the true and lawful
\nagent, attorney, attorney-in-fact and proxy of the undersigned, each with full
\npower of substitution, (i) to vote at any annual or special meeting of
\nMicromet’s stockholders or any adjournment or postponement thereof or otherwise
\nin such manner as each such attorney-in-fact and proxy or its, his or her
\nsubstitute shall in its, his or her sole discretion deem proper with respect to
\nand (ii) to otherwise act as each such attorney-in-fact and proxy or its, his or
\nher substitute shall in its, his or her sole discretion deem proper with respect
\nto, all Shares (and all Distributions) tendered hereby and accepted for payment
\nby Purchaser. This appointment will be effective if and when, and only to the
\nextent that, Purchaser accepts such Shares for payment pursuant to the Offer.
\nThis power of attorney and proxy are irrevocable and are granted in
\nconsideration of the acceptance for payment of such Shares in accordance with
\nthe terms of the Offer. Such acceptance for payment shall, without further
\naction, revoke any prior powers of attorney and proxies granted by the
\nundersigned at any time with respect to such Shares (and all Distributions), and
\nno subsequent powers of attorney, proxies, consents or revocations may be given
\nby the undersigned with respect thereto (and, if given, will not be deemed
\neffective). Purchaser reserves the right to require that, in order for Shares to
\nbe deemed validly tendered, immediately upon Purchaser’s acceptance for payment
\nof such Shares, Purchaser or its designees must be able to exercise full voting,
\nconsent and other rights with respect to such Shares (and all Distributions),
\nincluding voting at any meeting of Micromet’s stockholders.<\/p>\n

3<\/p>\n

\n

The undersigned hereby represents and warrants that the undersigned has full
\npower and authority to tender, sell, assign and transfer any and all Shares
\ntendered hereby (and all Distributions) and that, when the same are accepted for
\npayment by Purchaser, Purchaser will acquire good, marketable and unencumbered
\ntitle to such Shares (and all Distributions), free and clear of all liens,
\nrestrictions, charges and encumbrances, and the same will not be subject to any
\nadverse claims. The undersigned hereby represents and warrants that the
\nundersigned is the registered owner of the Shares, or the Share Certificate(s)
\nhave been endorsed to the undersigned in blank, or the undersigned is a
\nparticipant in DTC whose name appears on a security position listing as the
\nowner of the Shares. The undersigned will, upon request, execute and deliver any
\nadditional documents deemed by the Depositary or Purchaser to be necessary or
\ndesirable to complete the sale, assignment and transfer of any and all Shares
\ntendered hereby (and all Distributions). In addition, the undersigned shall
\npromptly remit and transfer to the Depositary for the account of Purchaser all
\nDistributions in respect of any and all Shares tendered hereby, accompanied by
\nappropriate documentation of transfer, and, pending such remittance and transfer
\nor appropriate assurance thereof, Purchaser shall be entitled to all rights and
\nprivileges as owner of each such Distribution and may deduct from the purchase
\nprice of Shares tendered hereby the amount or value of such Distribution as
\ndetermined by Purchaser in its sole discretion.<\/p>\n

All authority herein conferred or agreed to be conferred shall not be
\naffected by, and shall survive, the death or incapacity of the undersigned, and
\nany obligation of the undersigned hereunder shall be binding upon the heirs,
\nexecutors, administrators, personal representatives, trustees in bankruptcy,
\nsuccessors and assigns of the undersigned. Except as stated in the Offer to
\nPurchase, this tender is irrevocable.<\/p>\n

The undersigned hereby acknowledges that delivery of any Share Certificate
\nshall be effected, and risk of loss and title to such Share Certificate shall
\npass, only upon the proper delivery of such Share Certificate to the Depositary.\n<\/p>\n

The undersigned understands that the valid tender of Shares pursuant to any
\nof the procedures described in the Offer to Purchase and in the Instructions
\nhereto will constitute the undersigned’s acceptance of the terms and conditions
\nof the Offer. Purchaser’s acceptance of such Shares for payment will constitute
\na binding agreement between the undersigned and Purchaser upon the terms and
\nsubject to the conditions of the Offer (and if the Offer is extended or amended,
\nthe terms of or the conditions of any such extension or amendment). The
\nundersigned recognizes that under certain circumstances set forth in the Offer,
\nPurchaser may not be required to accept for exchange any Shares tendered hereby.\n<\/p>\n

Unless otherwise indicated under “Special Payment Instructions,” please issue
\nthe check for the purchase price of all of Shares purchased and, if appropriate,
\nreturn any Share Certificates not tendered or accepted for payment in the
\nname(s) of the registered holder(s) appearing above under “Description of Shares
\nTendered.” Similarly, unless otherwise indicated under “Special Delivery
\nInstructions,” please mail the check for the purchase price of all Shares
\npurchased and, if appropriate, return any Share Certificates not tendered or not
\naccepted for payment (and any accompanying documents, as appropriate) to the
\naddress(es) of the registered holder(s) appearing above under “Description of
\nShares Tendered.” In the event that the boxes entitled “Special Payment
\nInstructions” and “Special Delivery Instructions” are both completed, please
\nissue the check for the purchase price of all Shares purchased and, if
\nappropriate, return any Share Certificates not tendered or not accepted for
\npayment (and any accompanying documents, as appropriate) in the name(s) of, and
\ndeliver such check and, if appropriate, return any such Share Certificates (and
\nany accompanying documents, as appropriate) to, the person(s) so indicated.
\nUnless otherwise indicated herein in the box entitled “Special Payment
\nInstructions,” please credit any Shares tendered herewith by book-entry transfer
\nthat are not accepted for payment by crediting the account at DTC. The
\nundersigned recognizes that Purchaser has no obligation, pursuant to the
\n“Special Payment Instructions,” to transfer any Shares from the name of the
\nregistered holder thereof if Purchaser does not accept for payment any of such
\nShares so tendered.<\/p>\n

LOST SHARE CERTIFICATES: PLEASE CALL AMERICAN STOCK TRANSFER & TRUST
\nCOMPANY, LLC AT (877) 248-6417 TO OBTAIN NECESSARY DOCUMENTS TO REPLACE YOUR
\nLOST SHARE CERTIFICATES.<\/p>\n

4<\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SPECIAL PAYMENT INSTRUCTIONS<\/strong><\/p>\n

(See Instructions 1, 5, 6 and 7)<\/strong><\/p>\n

To be completed ONLY if the check for the purchase price of Shares accepted
\nfor payment and\/or Share Certificates not tendered or not accepted for payment
\nare to be issued in the name of someone other than the undersigned.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issue<\/p>\n<\/td>\n

<\/td>\n\n

\u00a8 Check and\/or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

\u00a8 Share Certificates to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Taxpayer Identification or Social Security
\nNo.)<\/strong><\/p>\n

(Also Complete IRS Form W-9 Included Herein)<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SPECIAL DELIVERY INSTRUCTIONS<\/strong><\/p>\n

(See Instructions 1, 5, 6 and 7)<\/strong><\/p>\n

To be completed ONLY if the check for the purchase price of Shares accepted
\nfor payment and\/or Share Certificates not tendered or not accepted are to be
\nmailed to someone other than the undersigned or to the undersigned at an address
\nother than that shown above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Mail<\/p>\n<\/td>\n

<\/td>\n\n

\u00a8 Check and\/or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

\u00a8 Share Certificates to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Taxpayer Identification or Social Security
\nNo.)<\/strong><\/p>\n

(Also Complete IRS Form W-9 Included Herein)<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

5<\/p>\n

\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

IMPORTANT<\/strong><\/p>\n

STOCKHOLDER: SIGN HERE<\/strong><\/p>\n

(PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED
\nIN THIS LETTER OF<\/strong><\/p>\n

TRANSMITTAL OR AN APPLICABLE IRS FORM W-8)<\/strong>\n<\/p>\n

Signature(s) of Holder(s) of Shares<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name(s)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Capacity (full title) (See Instruction 5)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code and Telephone No.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Tax Identification or Social Security No. (See IRS Form W-9 included herein)\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
\nCertificate(s) or on a security position listing or by person(s) authorized to
\nbecome registered holder(s) by Share Certificates and documents transmitted
\nherewith. If signature is by a trustee, executor, administrator, guardian,
\nattorney-in-fact, agent, officer of a corporation or other person acting in a
\nfiduciary or representative capacity, please set forth full title and see
\nInstruction 5.<\/p>\n

GUARANTEE OF SIGNATURE(S) <\/strong><\/p>\n

(IF REQUIRED : SEE INSTRUCTIONS 1 AND 5) <\/strong>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Signature<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Firm<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code and Telephone No.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

INSTRUCTIONS <\/strong><\/p>\n

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
\n<\/strong><\/p>\n

1.<\/strong> Guarantee of Signatures. <\/em>No signature guarantee
\nis required on this Letter of Transmittal (a) if this Letter of Transmittal is
\nsigned by the registered holder(s) (which term, for purposes of this Instruction
\n1, includes any participant in DTC’s systems whose name(s) appear(s) on a
\nsecurity position listing as the owner(s) of Shares) of Shares tendered
\nherewith, unless such registered holder(s) has completed either the box entitled
\n“Special Payment Instructions” or the box entitled “Special Delivery
\nInstructions” on this Letter of Transmittal or (b) if such Shares are tendered
\nfor the account of a financial institution (including most commercial banks,
\nsavings and loan associations and brokerage houses) that is a member of or
\nparticipant in a recognized “Medallion Program” approved by the Securities
\nTransfer Association Inc., including the Security Transfer Agents Medallion
\nProgram, the Stock Exchange Medallion Program and the New York Stock Exchange
\nMedallion Signature Program or by any other “eligible guarantor institution,” as
\nsuch term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of
\n1934, as amended (each, an “Eligible Institution”). In all other cases, all
\nsignatures on this Letter of Transmittal must be guaranteed by an Eligible
\nInstitution. See Instruction 5.<\/p>\n

2. <\/strong>Requirements of Tender. <\/em>No alternative,
\nconditional or contingent tenders will be accepted. In order for Shares to be
\nvalidly tendered pursuant to the Offer, one of the following procedures must be
\nfollowed:<\/p>\n

For Shares held as physical certificates, the Share Certificates representing
\ntendered Shares, a properly completed and duly executed Letter of Transmittal,
\ntogether with any required signature guarantees, and any other documents
\nrequired by this Letter of Transmittal, must be received by the Depositary at
\none of its addresses set forth on the front page of this Letter of Transmittal
\nbefore the Expiration Date (unless the tender is made during a subsequent
\noffering period, if one is provided, in which case the Share Certificates
\nrepresenting Shares, this Letter of Transmittal and other documents must be
\nreceived before the expiration of the subsequent offering period).<\/p>\n

For Shares held in book-entry form, either a properly completed and duly
\nexecuted Letter of Transmittal, together with any required signature guarantees,
\nor an Agent’s Message in lieu of this Letter of Transmittal, and any other
\nrequired documents, must be received by the Depositary at one of its addresses
\nset forth on the front page of this Letter of Transmittal, and such Shares must
\nbe delivered according to the book-entry transfer procedures (as set forth in
\nSection 3 of the Offer to Purchase) and a timely confirmation of a book-entry
\ntransfer of Shares into the Depositary’s account at DTC (a “Book-Entry
\nConfirmation”) must be received by the Depositary, in each case before the
\nExpiration Date (unless the tender is made during a subsequent offering period,
\nif one is provided, in which case this Letter of Transmittal or an Agent’s
\nMessage in lieu of this Letter of Transmittal, and other documents must be
\nreceived before the expiration of the subsequent offering period).<\/p>\n

Stockholders whose Share Certificates are not immediately available, or who
\ncannot complete the procedure for delivery by book-entry transfer on a timely
\nbasis or who cannot deliver all other required documents to the Depositary prior
\nto the Expiration Date, may tender their Shares by properly completing and duly
\nexecuting a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
\nprocedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
\nprocedure: (i) such tender must be made by or through an Eligible Institution,
\n(ii) a properly completed and duly executed notice of guaranteed delivery (a
\n“Notice of Guaranteed Delivery”), substantially in the form made available by
\nPurchaser, must be received by the Depositary prior to the Expiration Date and
\n(iii) Share Certificates (or a Book-Entry Confirmation) evidencing all tendered
\nShares, in proper form for transfer, in each case together with this Letter of
\nTransmittal, properly completed and duly executed, together with any required
\nsignature guarantees (or, in the case of book-entry transfer of Shares, either
\nthis Letter of Transmittal or an Agent’s Message in lieu of this Letter of
\nTransmittal), and any other documents required by this Letter of Transmittal,
\nmust be received by the Depositary within three NASDAQ Stock Market trading days
\nafter the date of execution of such Notice of Guaranteed Delivery. A Notice of
\nGuaranteed Delivery may be delivered by overnight courier or mailed to the
\nDepositary and must include a guarantee by an Eligible Institution in the form
\nset forth in the form of Notice of Guaranteed Delivery made available by
\nPurchaser. In the case of Shares held through DTC, the Notice of Guaranteed
\nDelivery must be delivered to the Depositary by a participant by means of the
\nconfirmation system of DTC.<\/p>\n

7<\/p>\n

\n

The term “Agent’s Message” means a message, transmitted by DTC to, and
\nreceived by, the Depositary and forming part of a Book-Entry Confirmation, which
\nstates that DTC has received an express acknowledgment from the participant in
\nDTC tendering the Shares which are the subject of such Book-Entry Confirmation
\nthat such participant has received and agrees to be bound by the terms of this
\nLetter of Transmittal and that Purchaser may enforce such agreement against the
\nparticipant.<\/p>\n

The method of delivery of Shares, this Letter of Transmittal and all
\nother required documents, including delivery through DTC, is at the election and
\nrisk of the tendering stockholder. Shares will be deemed delivered (and the risk
\nof loss of Share Certificates will pass) only when actually received by the
\nDepositary (including, in the case of a book-entry transfer, by Book-Entry
\nConfirmation). If delivery is by mail, then registered mail with return receipt
\nrequested, properly insured, is recommended. In all cases, sufficient time
\nshould be allowed to ensure timely delivery. <\/strong><\/p>\n

No fractional Shares will be purchased. By executing this Letter of
\nTransmittal, the tendering stockholder waives any right to receive any notice of
\nthe acceptance for payment of Shares.<\/p>\n

3. Inadequate Space. <\/em>If the space provided herein is inadequate,
\nShare Certificate numbers, the number of Shares represented by such Share
\nCertificates and\/or the number of Shares tendered should be listed on a signed
\nseparate schedule attached hereto.<\/p>\n

4. Partial Tenders (Not Applicable to Stockholders who Tender by
\nBook-Entry Transfer). <\/em>If fewer than all Shares represented by any Share
\nCertificate delivered to the Depositary are to be tendered, fill in the number
\nof Shares that are to be tendered in the box entitled “Total Number of Shares
\nTendered.” In such case, a new certificate for the remainder of Shares
\nrepresented by the old certificate will be sent to the person(s) signing this
\nLetter of Transmittal, unless otherwise provided in the appropriate box on this
\nLetter of Transmittal, as promptly as practicable following the expiration or
\ntermination of the Offer. All Shares represented by Share Certificates delivered
\nto the Depositary will be deemed to have been tendered unless otherwise
\nindicated.<\/p>\n

5. Signatures on Letter of Transmittal; Stock Powers and
\nEndorsements. <\/strong><\/p>\n

(a) Exact Signatures. <\/em>If this Letter of Transmittal is signed by the
\nregistered holder(s) of Shares tendered hereby, then the signature(s) must
\ncorrespond with the name(s) as written on the face of such Share Certificates
\nfor such Shares without alteration, enlargement or any change whatsoever.<\/p>\n

(b) Holders. <\/em>If any Shares tendered hereby are held of record by two
\nor more persons, then all such persons must sign this Letter of Transmittal.\n<\/p>\n

(c) Different Names on Share Certificates. <\/em>If any Shares tendered
\nhereby are registered in different names on different Share Certificates, then
\nit will be necessary to complete, sign and submit as many separate Letters of
\nTransmittal as there are different registrations of Share Certificates.<\/p>\n

(d) Endorsements. <\/em>If this Letter of Transmittal is signed by the
\nregistered holder(s) of Shares tendered hereby, then no endorsements of Share
\nCertificates for such Shares or separate stock powers are required unless
\npayment of the purchase price is to be made, or Shares not tendered or not
\npurchased are to be returned, in the name of any person other than the
\nregistered holder(s). Signatures on any such Share Certificates or stock powers
\nmust be guaranteed by an Eligible Institution.<\/p>\n

8<\/p>\n

\n

If this Letter of Transmittal is signed by a person other than the registered
\nholder(s) of Shares tendered hereby, then Share Certificates for such Shares
\nmust be endorsed or accompanied by appropriate stock powers, in either case,
\nsigned exactly as the name(s) of the registered holder(s) appear(s) on such
\nShare Certificates for such Shares. Signature(s) on any such Share Certificates
\nor stock powers must be guaranteed by an Eligible Institution. See Instruction
\n1.<\/p>\n

If this Letter of Transmittal or any Share Certificate or stock power is
\nsigned by a trustee, executor, administrator, guardian, attorney-in-fact,
\nofficer of a corporation or other legal entity or other person acting in a
\nfiduciary or representative capacity, then such person should so indicate when
\nsigning, and proper evidence satisfactory to the Depositary of the authority of
\nsuch person so to act must be submitted. Proper evidence of authority includes a
\npower of attorney, a letter testamentary or a letter of appointment.<\/p>\n

6. <\/strong>Stock Transfer Taxes. <\/em>Except as otherwise
\nprovided in this Instruction 6, Purchaser or any successor entity thereto will
\npay all stock transfer taxes with respect to the transfer and sale of any Shares
\nto it or its order pursuant to the Offer (for the avoidance of doubt, transfer
\ntaxes do not include United States federal income tax or backup withholding
\ntaxes). If, however, payment of the purchase price is to be made to, or if Share
\nCertificate(s) for Shares not tendered or not accepted for payment are to be
\nregistered in the name of, any person(s) other than the registered holder(s), or
\nif tendered Shares Certificate(s) are registered in the name of any person(s)
\nother than the person(s) signing this Letter of Transmittal, then the amount of
\nany stock transfer taxes or other taxes required by reason of the payment to a
\nperson other than the registered holder(s) of such Share Certificate (in each
\ncase whether imposed on the registered holder(s) or such other person(s))
\npayable on account of the transfer to such other person(s) will be deducted from
\nthe purchase price of such Shares purchased unless evidence satisfactory to
\nPurchaser of the payment of such taxes, or exemption therefrom, is submitted.\n<\/p>\n

Except as provided in this Instruction 6, it will not be necessary for
\ntransfer tax stamps to be affixed to Share Certificate(s) evidencing the Shares
\ntendered hereby.<\/p>\n

7. Special Payment and Delivery Instructions. <\/em>If a check is to be
\nissued for the purchase price of any Shares tendered by this Letter of
\nTransmittal in the name of, and, if appropriate, Share Certificates for Shares
\nnot tendered or not accepted for payment are to be issued to, any person(s)
\nother than the signer of this Letter of Transmittal or if a check and, if
\nappropriate, such Share Certificates are to be returned to any person(s) other
\nthan the person(s) signing this Letter of Transmittal or to an address other
\nthan that shown in this Letter of Transmittal, then the appropriate boxes on
\nthis Letter of Transmittal must be completed.<\/p>\n

8. IRS Form W-9. <\/em>To avoid backup withholding, a tendering
\nstockholder that is a United States person (as defined for United States federal
\nincome tax purposes) is required to provide the Depositary with a correct
\nTaxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein
\nfollowing “Important Tax Information” below, and to certify, under penalties of
\nperjury, that such number is correct and that such stockholder is not subject to
\nbackup withholding of federal income tax, and that such stockholder is a United
\nStates person (as defined for United States federal income tax purposes). If the
\ntendering stockholder has been notified by the United States Internal Revenue
\nService (“IRS”) that such stockholder is subject to backup withholding, such
\nstockholder must cross out item (2) of the Certification section of the IRS Form
\nW-9, unless such stockholder has since been notified by the IRS that such
\nstockholder is no longer subject to backup withholding. Failure to provide the
\ninformation on the IRS Form W-9 may subject the tendering stockholder to backup
\nwithholding on the payment of the purchase price of all Shares purchased from
\nsuch stockholder. If the tendering stockholder has not been issued a TIN and has
\napplied for one or intends to apply for one in the near future, such stockholder
\nshould write “Applied For” in the space for the TIN on the IRS Form W-9, sign
\nand date the IRS Form W-9 and sign and date the Certificate of Awaiting Taxpayer
\nIdentification Number under “Important Tax Information” below. If you write
\n“Applied For” in the space for the TIN and the Depositary is not provided with a
\nTIN by the time of payment, the Depositary will withhold a portion of all
\npayments of the purchase price to such stockholder until a TIN is provided to
\nthe Depositary.<\/p>\n

9<\/p>\n

\n

Certain stockholders (including, among others, all corporations and certain
\nforeign individuals and entities) may not be subject to backup withholding.
\nForeign stockholders that are not United States persons (as defined for United
\nStates federal income tax purposes) should submit an appropriate and properly
\ncompleted applicable IRS Form W-8, a copy of which may be obtained from the
\nDepositary, in order to avoid backup withholding. Such stockholders should
\nconsult a tax advisor to determine which Form W-8 is appropriate. See the
\ninstructions enclosed with the IRS Form W-9 included in this Letter of
\nTransmittal for more instructions.<\/p>\n

9. Irregularities. <\/em>All questions as to the validity, form,
\neligibility (including time of receipt) and acceptance for payment of any tender
\nof Shares will be determined by Purchaser in its sole discretion. Purchaser
\nreserves the absolute right to reject any and all tenders determined by it not
\nto be in proper form or the acceptance for payment of which may, in the opinion
\nof its counsel, be unlawful. Purchaser also reserves the absolute right to waive
\nany of the conditions to the Offer (other than the Minimum Condition (as defined
\nin the Offer to Purchase), which may only be waived with the consent of
\nMicromet) and any defect or irregularity in the tender of any Shares of any
\nparticular stockholder, whether or not similar defects or irregularities are
\nwaived in the case of other stockholders. No tender of Shares will be deemed to
\nhave been validly made until all defects and irregularities have been cured or
\nwaived to the satisfaction of the Purchaser. Unless waived, any defects or
\nirregularities in connection with tenders must be cured within such time as
\nPurchaser shall determine. None of Purchaser, the Depositary, the Information
\nAgent, the Dealer-Manager or any other person will be under any duty to give
\nnotification of any defects or irregularities in tenders or incur any liability
\nfor failure to give any such notification. Purchaser’s interpretation of the
\nterms and conditions of the Offer (including this Letter of Transmittal and the
\ninstructions hereto) will be determined by Purchaser in its sole discretion.\n<\/p>\n

10. Questions and Requests for Additional Copies. <\/em>The Information
\nAgent may be contacted at the address and telephone number set forth on the last
\npage of this Letter of Transmittal for questions and\/or requests for additional
\ncopies of the Offer to Purchase, this Letter of Transmittal, the notice of
\nguaranteed delivery and other tender offer materials. You may also contact your
\nbroker, dealer, commercial bank, trust company or other nominee for assistance.
\nSuch copies will be furnished promptly at Purchaser’s expense.<\/p>\n

11. Lost, Destroyed or Stolen Certificates. <\/em>If any Share Certificate
\nrepresenting Shares has been lost, destroyed or stolen, then the stockholder
\nshould promptly notify American Stock Transfer & Trust Company, LLC, as
\ntransfer agent (the “Transfer Agent”), at (877) 248-6417, regarding the
\nrequirements for replacement. The stockholder will then be instructed as to the
\nsteps that must be taken in order to replace such Share Certificate(s). You may
\nbe required to post a bond to secure against the risk that the Share
\nCertificate(s) may be subsequently recirculated. You are urged to
\ncontact the Transfer Agent immediately in order to receive further instructions
\nand for a determination of whether you will need to post a bond and to permit
\ntimely processing of this documentation. This Letter of Transmittal and related
\ndocuments cannot be processed until the procedures for replacing lost, destroyed
\nor stolen Share Certificates have been followed.<\/strong><\/p>\n

Share Certificates evidencing tendered Shares, or a Book-Entry
\nConfirmation into the Depositary’s account at DTC, as well as this Letter of
\nTransmittal, properly completed and duly executed, with any required signature
\nguarantees, or an Agent’s Message (if utilized in lieu of this Letter of
\nTransmittal in connection with a book-entry transfer), and any other documents
\nrequired by this Letter of Transmittal, must be received before the Expiration
\nDate, or the tendering stockholder must comply with the procedures for
\nguaranteed delivery. <\/strong><\/p>\n

IMPORTANT TAX INFORMATION <\/strong><\/p>\n

Under United States federal income tax law, a stockholder who is a United
\nStates person (as defined for United States federal income tax purposes)
\nsurrendering Shares must, unless an exemption applies, provide the Depositary
\n(as payer) with the stockholder’s correct TIN on IRS Form W-9, a copy of which
\nis included in this Letter of Transmittal. If the stockholder is an individual,
\nthen the stockholder’s TIN is such stockholder’s Social<\/p>\n

10<\/p>\n

\n

Security number. If the correct TIN is not provided, then the stockholder may
\nbe subject to a $50 penalty imposed by the IRS and payments of cash to the
\nstockholder (or other payee) pursuant to the Offer may be subject to backup
\nwithholding of a portion of all payments of the purchase price.<\/p>\n

Certain stockholders (including, among others, corporations and certain
\nforeign individuals and entities) may not be subject to backup withholding and
\nreporting requirements. In order for an exempt foreign stockholder to avoid
\nbackup withholding, such person should complete, sign and submit an appropriate
\nIRS Form W-8 signed under penalties of perjury, attesting to his, her or its
\nexempt status. An IRS Form W-8 can be obtained from the Depositary. Such
\nstockholders should consult a tax advisor to determine which IRS Form W-8 is
\nappropriate. Exempt stockholders, other than foreign stockholders, should
\nfurnish their TIN, check the “Exempt payee” box on the IRS Form W-9 and sign,
\ndate and return the IRS Form W-9 to the Depositary in order to avoid erroneous
\nbackup withholding. See the instructions enclosed with the IRS Form W-9 included
\nin this Letter of Transmittal for additional instructions.<\/p>\n

If backup withholding applies, the Depositary is required to withhold and pay
\nover to the IRS a portion of any payment made to a stockholder. Backup
\nwithholding is not an additional tax. Rather, the United States federal income
\ntax liability of persons subject to backup withholding will be reduced by the
\namount of tax withheld. If backup withholding results in an overpayment of
\ntaxes, a refund may be obtained from the IRS if required information is timely
\nfurnished to the IRS.<\/p>\n

Purpose of IRS Form W-9 <\/strong><\/p>\n

To prevent backup withholding on payments that are made to a stockholder that
\nis a United States person with respect to Shares purchased pursuant to the
\nOffer, the stockholder is required to notify the Depositary of the stockholder’s
\ncorrect TIN by completing the IRS Form W-9 included in this Letter of
\nTransmittal certifying that (1) the TIN provided on the IRS Form W-9 is correct
\n(or that such stockholder is awaiting a TIN), (2) the stockholder is not subject
\nto backup withholding because (i) the stockholder is exempt from backup
\nwithholding, (ii) the stockholder has not been notified by the IRS that the
\nstockholder is subject to backup withholding as a result of a failure to report
\nall interest and dividends or (iii) the IRS has notified the stockholder that
\nthe stockholder is no longer subject to backup withholding, and (3) the
\nstockholder is a United States person (as defined for United States federal
\nincome tax purposes). The following section, entitled “What Number to Give the
\nDepositary,” is applicable only to stockholders that are United States persons.\n<\/p>\n

What Number to Give the Depositary <\/strong><\/p>\n

The tendering stockholder is required to give the Depositary the TIN,
\ngenerally the Social Security number or employer identification number, of the
\nrecord holder of all Shares tendered hereby. If such Shares are in more than one
\nname or are not in the name of the actual owner, consult the instructions
\nenclosed with the IRS Form W-9 included in this Letter of Transmittal for
\nadditional guidance on which number to report. If the tendering stockholder has
\nnot been issued a TIN and has applied for a number or intends to apply for a
\nnumber in the near future, such stockholder should write “Applied For” in the
\nspace for the TIN on the IRS Form W-9, sign and date the IRS Form W-9 and sign
\nand date the Certificate of Awaiting Taxpayer Identification Number below.
\nIf the tendering stockholder writes “Applied For” in the space for the
\nTIN and the Depositary is not provided with a TIN by the time of payment, the
\nDepositary will withhold a portion of all payments of the purchase price, which
\nwill be refunded if a TIN is provided to the Depositary within sixty (60) days
\nof the Depositary’s receipt of the Certificate of Awaiting Taxpayer
\nIdentification Number. <\/strong>If the Depositary is provided with an incorrect
\nTIN in connection with such payments, then the stockholder may be subject to a
\n$50 penalty imposed by the IRS.<\/p>\n

11<\/p>\n

\n

NOTE: <\/strong>FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9
\nINCLUDED IN THIS LETTER OF TRANSMITTAL MAY RESULT IN BACKUP WITHHOLDING AT THE
\nAPPLICABLE WITHHOLDING RATE OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO
\nTHE OFFER. PLEASE REVIEW THE INSTRUCTIONS ENCLOSED WITH THE IRS FORM W-9
\nINCLUDED IN THIS LETTER OF TRANSMITTAL FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
\nTHE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE SPACE FOR THE TIN ON
\nTHE IRS FORM W-9.<\/p>\n

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
\n<\/strong><\/p>\n

I certify under penalties of perjury that a taxpayer identification number
\nhas not been issued to me, and either (1) I have mailed or delivered an
\napplication to receive a taxpayer identification number to the appropriate IRS
\nCenter or Social Security Administration Office, or (2) I intend to mail or
\ndeliver an application in the near future. I understand that if I do not provide
\na taxpayer identification number by the time of payment, a portion of all
\nreportable payments made to me will be withheld, but that such amounts will be
\nrefunded to me if I then provide a Taxpayer Identification Number within sixty
\n(60) days.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Date<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

FORM W-9<\/strong><\/p>\n

(REV. JANUARY 2011)<\/p>\n

DEPARTMENT OF THE TREASURY<\/p>\n

INTERNAL REVENUE SERVICE<\/p>\n<\/td>\n

<\/td>\n\n

Request for Taxpayer<\/strong><\/p>\n

Identification Number and Certification<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Give Form to the<\/strong><\/p>\n

requester. Do not<\/strong><\/p>\n

send to the IRS.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Print or type<\/strong><\/p>\n

See<\/p>\n

Specific Instructions<\/strong><\/p>\n

on page 2.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Name (as shown on your income tax return)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Business name\/disregarded entity name, if different from above<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Check appropriate box for federal tax classification (required):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

\u00a8<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

Exempt payee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

\u00a8 Individual\/Sole proprietor<\/p>\n<\/td>\n

<\/td>\n\n

\u00a8 C Corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

\u00a8 S Corporation<\/p>\n<\/td>\n

<\/td>\n\n

\u00a8 Partnership<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

\u00a8 Trust\/estate<\/p>\n<\/td>\n

<\/td>\n\n

\u00a8 Limited liability company. Enter the tax classification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

(C=C corporation, S=S corporation, P=partnership) u<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Other (see instructions) u<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Address (number, street, and apt. or suite no.)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Requester’s name and address (optional)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

City, state, and ZIP code<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

List account number(s) here (optional)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Part I<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Taxpayer Identification Number (TIN)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Enter your TIN in the appropriate box. The TIN provided must match the name
\ngiven on the “Name” line to avoid backup withholding. For individuals, this is
\nyour social security number (SSN). However, for a resident alien, sole
\nproprietor, or disregarded entity, see the Part I instructions on page 3. For
\nother entities, it is your employer identification number (EIN). If you do not
\nhave a number, see How to get a TIN <\/em>on page 3.<\/p>\n

Note: If the account is in more than one name, see the chart on page
\n4 for guidelines on whose number to enter.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Social security number<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

or<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Employer Identification number<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Part II<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Certification<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Under penalties of perjury, I certify that:<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The number shown on this form is my correct taxpayer identification number
\n(or I am waiting for a number to be issued to me), and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

I am not subject to backup withholding because: (a) I am exempt from backup
\nwithholding, or (b) I have not been notified by the Internal Revenue Service
\n(IRS) that I am subject to backup withholding as a result of a failure to report
\nall interest or dividends, or (c) the IRS has notified me that I am no longer
\nsubject to backup withholding, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

I am a U.S. citizen or other U.S. person (defined below).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Certification instructions.<\/strong> You must cross out item 2 above
\nif you have been notified by the IRS that you are currently subject to backup
\nwithholding because you have failed to report all interest and dividends on your
\ntax return. For real estate transactions, item 2 does not apply. For mortgage
\ninterest paid, acquisition or abandonment of secured property, cancellation of
\ndebt, contributions to an individual retirement arrangement (IRA), and
\ngenerally, payments other than interest and dividends, you are not required to
\nsign the certification, but you must provide your correct TIN. See the
\ninstructions on page 4.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Sign<\/strong><\/p>\n

Here<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Signature of<\/strong><\/p>\n

U.S. person <\/strong>u<\/p>\n<\/td>\n

<\/td>\n\n

Date <\/strong>u<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

General Instructions <\/strong><\/p>\n

Section references are to the Internal Revenue Code unless otherwise noted.\n<\/p>\n

Purpose of Form <\/strong><\/p>\n

A person who is required to file an information return with the IRS must
\nobtain your correct taxpayer identification number (TIN) to report, for example,
\nincome paid to you, real estate transactions, mortgage interest you paid,
\nacquisition or abandonment of secured property, cancellation of debt, or
\ncontributions you made to an IRA.<\/p>\n

Use Form W-9 only if you are a U.S. person (including a resident alien), to
\nprovide your correct TIN to the person requesting it (the requester) and, when
\napplicable, to:<\/p>\n

1. Certify that the TIN you are giving is correct (or you are waiting for a
\nnumber to be issued),<\/p>\n

2. Certify that you are not subject to backup withholding, or<\/p>\n

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If
\napplicable, you are also certifying that as a U.S. person, your allocable share
\nof any partnership income from a U.S. trade or business is not subject to the
\nwithholding tax on foreign partners’ share of effectively connected income.<\/p>\n

13<\/p>\n

\n

Note. <\/em>If a requester gives you a form other than Form W-9 to request
\nyour TIN, you must use the requester’s form if it is substantially similar to
\nthis Form W-9.<\/p>\n

Definition of a U.S. person. <\/em>For federal tax purposes, you are
\nconsidered a U.S. person if you are:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

An individual who is a U.S. citizen or U.S. resident alien,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

A partnership, corporation, company, or association created or organized in
\nthe United States or under the laws of the United States,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

An estate (other than a foreign estate), or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

A domestic trust (as defined in Regulations section 301.7701-7).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Special rules for partnerships. <\/em>Partnerships that conduct a trade or
\nbusiness in the United States are generally required to pay a withholding tax on
\nany foreign partners’ share of income from such business. Further, in certain
\ncases where a Form W-9 has not been received, a partnership is required to
\npresume that a partner is a foreign person, and pay the withholding tax.
\nTherefore, if you are a U.S. person that is a partner in a partnership
\nconducting a trade or business in the United States, provide Form W-9 to the
\npartnership to establish your U.S. status and avoid withholding on your share of
\npartnership income.<\/p>\n

The person who gives Form W-9 to the partnership for purposes of establishing
\nits U.S. status and avoiding withholding on its allocable share of net income
\nfrom the partnership conducting a trade or business in the United States is in
\nthe following cases:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The U.S. owner of a disregarded entity and not the entity,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The U.S. grantor or other owner of a grantor trust and not the trust, and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The U.S. trust (other than a grantor trust) and not the beneficiaries of the
\ntrust.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Foreign person. <\/em>If you are a foreign person, do not use Form W-9.
\nInstead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax
\non Nonresident Aliens and Foreign Entities).<\/p>\n

Nonresident alien who becomes a resident alien. <\/em>Generally, only a
\nnonresident alien individual may use the terms of a tax treaty to reduce or
\neliminate U.S. tax on certain types of income. However, most tax treaties
\ncontain a provision known as a “saving clause.” Exceptions specified in the
\nsaving clause may permit an exemption from tax to continue for certain types of
\nincome even after the payee has otherwise become a U.S. resident alien for tax
\npurposes.<\/p>\n

If you are a U.S. resident alien who is relying on an exception contained in
\nthe saving clause of a tax treaty to claim an exemption from U.S. tax on certain
\ntypes of<\/p>\n

income, you must attach a statement to Form W-9 that specifies the following
\nfive items:<\/p>\n

1. The treaty country. Generally, this must be the same treaty under which
\nyou claimed exemption from tax as a nonresident alien.<\/p>\n

2. The treaty article addressing the income.<\/p>\n

3. The article number (or location) in the tax treaty that contains the
\nsaving clause and its exceptions.<\/p>\n

4. The type and amount of income that qualifies for the exemption from tax.\n<\/p>\n

5. Sufficient facts to justify the exemption from tax under the terms of the
\ntreaty article.<\/p>\n

Example. <\/em>Article 20 of the U.S.-China income tax treaty allows an
\nexemption from tax for scholarship income received by a Chinese student
\ntemporarily present in the United States. Under U.S. law, this student will
\nbecome a resident alien for tax purposes if his or her stay in the United States
\nexceeds 5 calendar years. However, paragraph 2 of the first Protocol to the
\nU.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to
\ncontinue to apply even after the Chinese student becomes a resident alien of the
\nUnited States. A Chinese student who qualifies for this exception (under
\nparagraph 2 of the first protocol) and is relying on this exception to claim an
\nexemption from tax on his or her scholarship or fellowship income would attach
\nto Form W-9 a statement that includes the information described above to support
\nthat exemption.<\/p>\n

If you are a nonresident alien or a foreign entity not subject to backup
\nwithholding, give the requester the appropriate completed Form W-8.<\/p>\n

What is backup withholding? <\/em>Persons making certain payments to you
\nmust under certain conditions withhold and pay to the IRS a percentage of such
\npayments. This is called “backup withholding.” Payments that may be subject to
\nbackup withholding include interest, tax-exempt interest, dividends, broker and
\nbarter exchange transactions, rents, royalties, nonemployee pay, and certain
\npayments from fishing boat operators. Real estate transactions are not subject
\nto backup withholding.<\/p>\n

You will not be subject to backup withholding on payments you receive if you
\ngive the requester your correct TIN, make the proper certifications, and report
\nall your taxable interest and dividends on your tax return.<\/p>\n

Payments you receive will be subject to backup withholding if:
\n<\/strong><\/p>\n

1. You do not furnish your TIN to the requester,<\/p>\n

2. You do not certify your TIN when required (see the Part II instructions on
\npage 3 for details),<\/p>\n

14<\/p>\n

\n

3. The IRS tells the requester that you furnished an incorrect TIN,<\/p>\n

4. The IRS tells you that you are subject to backup withholding because you
\ndid not report all your interest and dividends on your tax return (for
\nreportable interest and dividends only), or<\/p>\n

5. You do not certify to the requester that you are not subject to backup
\nwithholding under 4 above (for reportable interest and dividend accounts opened
\nafter 1983 only).<\/p>\n

Certain payees and payments are exempt from backup withholding. See the
\ninstructions below and the separate Instructions for the Requester of Form W-9.\n<\/p>\n

Also see Special rules for partnerships <\/em>on page 1.<\/p>\n

Updating Your Information <\/strong><\/p>\n

You must provide updated information to any person to whom you claimed to be
\nan exempt payee if you are no longer an exempt payee and anticipate receiving
\nreportable payments in the future from this person. For example, you may need to
\nprovide updated information if you are a C corporation that elects to be an S
\ncorporation, or if you no longer are tax exempt. In addition, you must furnish a
\nnew Form W-9 if the name or TIN changes for the account, for example, if the
\ngrantor of a grantor trust dies.<\/p>\n

Penalties <\/strong><\/p>\n

Failure to furnish TIN. <\/em>If you fail to furnish your correct TIN to a
\nrequester, you are subject to a penalty of $50 for each such failure unless your
\nfailure is due to reasonable cause and not to willful neglect.<\/p>\n

Civil penalty for false information with respect to withholding. <\/em>If
\nyou make a false statement with no reasonable basis that results in no backup
\nwithholding, you are subject to a $500 penalty.<\/p>\n

Criminal penalty for falsifying information. <\/em>Willfully falsifying
\ncertifications or affirmations may subject you to criminal penalties including
\nfines and\/or imprisonment.<\/p>\n

Misuse of TINs. <\/em>If the requester discloses or uses TINs in violation
\nof federal law, the requester may be subject to civil and criminal penalties.\n<\/p>\n

Specific Instructions <\/strong><\/p>\n

Name <\/strong><\/p>\n

If you are an individual, you must generally enter the name shown on your
\nincome tax return. However, if you have changed your last name, for instance,
\ndue to marriage<\/p>\n

without informing the Social Security Administration of the name change,
\nenter your first name, the last name shown on your social security card, and
\nyour new last name.<\/p>\n

If the account is in joint names, list first, and then circle, the name of
\nthe person or entity whose number you entered in Part I of the form.<\/p>\n

Sole proprietor. <\/em>Enter your individual name as shown on your income
\ntax return on the “Name” line. You may enter your business, trade, or “doing
\nbusiness as (DBA)” name on the “Business name\/disregarded entity name” line.\n<\/p>\n

Partnership, C Corporation, or S Corporation. <\/em>Enter the entity’s
\nname on the “Name” line and any business, trade, or “doing business as (DBA)
\nname” on the “Business name\/disregarded entity name” line.<\/p>\n

Disregarded entity. <\/em>Enter the owner’s name on the “Name” line. The
\nname of the entity entered on the “Name” line should never be a disregarded
\nentity. The name on the “Name” line must be the name shown on the income tax
\nreturn on which the income will be reported. For example, if a foreign LLC that
\nis treated as a disregarded entity for U.S. federal tax purposes has a domestic
\nowner, the domestic owner’s name is required to be provided on the “Name” line.
\nIf the direct owner of the entity is also a disregarded entity, enter the first
\nowner that is not disregarded for federal tax purposes. Enter the disregarded
\nentity’s name on the “Business name\/disregarded entity name” line. If the owner
\nof the disregarded entity is a foreign person, you must complete an appropriate
\nForm W-8.<\/p>\n

Note. <\/em>Check the appropriate box for the federal tax classification
\nof the person whose name is entered on the “Name” line (Individual\/sole
\nproprietor, Partnership, C Corporation, S Corporation, Trust\/estate).<\/p>\n

Limited Liability Company (LLC). <\/em>If the person identified on the
\n“Name” line is an LLC, check the “Limited liability company” box only and enter
\nthe appropriate code for the tax classification in the space provided. If you
\nare an LLC that is treated as a partnership for federal tax purposes, enter “P”
\nfor partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to
\nbe taxed as a corporation, enter “C” for C corporation or “S” for S corporation.
\nIf you are an LLC that is disregarded as an entity separate from its owner under
\nRegulation section 301.7701-3 (except for employment and excise tax), do not
\ncheck the LLC box unless the owner of the LLC (required to be identified on the
\n“Name” line) is another LLC that is not disregarded for federal tax purposes. If
\nthe LLC is disregarded as an entity separate from its owner, enter the
\nappropriate tax classification of the owner identified on the “Name” line.<\/p>\n

Other entities. <\/em>Enter your business name as shown on required
\nfederal tax documents on the “Name” line. This name should match the name shown
\non the charter or other legal document creating the entity. You may enter any
\nbusiness, trade, or DBA name on the “Business name\/disregarded entity name”
\nline.<\/p>\n

15<\/p>\n

\n

Exempt Payee <\/strong><\/p>\n

If you are exempt from backup withholding, enter your name as described above
\nand check the appropriate box for your status, then check the “Exempt payee” box
\nin the line following the “Business name\/disregarded entity name,” sign and date
\nthe form.<\/p>\n

Generally, individuals (including sole proprietors) are not exempt from
\nbackup withholding. Corporations are exempt from backup withholding for certain
\npayments, such as interest and dividends.<\/p>\n

Note. <\/em>If you are exempt from backup withholding, you should still
\ncomplete this form to avoid possible erroneous backup withholding.<\/p>\n

The following payees are exempt from backup withholding:<\/p>\n

1. An organization exempt from tax under section 501(a), any IRA, or a
\ncustodial account under section 403(b)(7) if the account satisfies the
\nrequirements of section 401(f)(2),<\/p>\n

2. The United States or any of its agencies or instrumentalities,<\/p>\n

3. A state, the District of Columbia, a possession of the United States, or
\nany of their political subdivisions or instrumentalities,<\/p>\n

4. A foreign government or any of its political subdivisions, agencies, or
\ninstrumentalities, or<\/p>\n

5. An international organization or any of its agencies or instrumentalities.\n<\/p>\n

Other payees that may be exempt from backup withholding include:<\/p>\n

6. A corporation,<\/p>\n

7. A foreign central bank of issue,<\/p>\n

8. A dealer in securities or commodities required to register in the United
\nStates, the District of Columbia, or a possession of the United States,<\/p>\n

9. A futures commission merchant registered with the Commodity Futures
\nTrading Commission,<\/p>\n

10. A real estate investment trust,<\/p>\n

11. An entity registered at all times during the tax year under the
\nInvestment Company Act of 1940,<\/p>\n

12. A common trust fund operated by a bank under section 584(a),<\/p>\n

13. A financial institution,<\/p>\n

14. A middleman known in the investment community as a nominee or custodian,
\nor<\/p>\n

15. A trust exempt from tax under section 664 or described in section 4947.\n<\/p>\n

The following chart shows types of payments that may be exempt from backup
\nwithholding. The chart applies to the exempt payees listed above, 1 through 15.\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

IF the payment is for . . .<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

THEN the payment is exempt for . . .<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Interest and dividend payments<\/p>\n<\/td>\n

<\/td>\n\n

All exempt payees except for 9<\/p>\n<\/td>\n<\/tr>\n

\n

Broker transactions<\/p>\n<\/td>\n

<\/td>\n\n

Exempt payees 1 through 5 and 7 through 13. Also, C corporations.<\/p>\n<\/td>\n<\/tr>\n

\n

Barter exchange transactions and patronage dividends<\/p>\n<\/td>\n

<\/td>\n\n

Exempt payees 1 through 5<\/p>\n<\/td>\n<\/tr>\n

\n

Payments over $600 required to be reported and direct sales over $5,000(1)\n<\/p>\n<\/td>\n

<\/td>\n\n

Generally, exempt payees 1 through 7(2)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

See Form 1099-MISC, Miscellaneous Income, and its instructions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(2)<\/p>\n<\/td>\n

\n

However, the following payments made to a corporation and reportable on Form
\n1099-MISC are not exempt from backup withholding: medical and health care
\npayments, attorneys’ fees, gross proceeds paid to an attorney, and payments for
\nservices paid by a federal executive agency.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Part I. Taxpayer Identification <\/strong><\/p>\n

Number (TIN) <\/strong><\/p>\n

Enter your TIN in the appropriate box. <\/em>If you are a resident alien
\nand you do not have and are not eligible to get an SSN, your TIN is your IRS
\nindividual taxpayer identification number (ITIN). Enter it in the social
\nsecurity number box. If you do not have an ITIN, see How to get a TIN
\n<\/em>below.<\/p>\n

If you are a sole proprietor and you have an EIN, you may enter either your
\nSSN or EIN. However, the IRS prefers that you use your SSN.<\/p>\n

If you are a single-member LLC that is disregarded as an entity separate from
\nits owner (see Limited Liability Company (LLC) <\/em>on page 2), enter the
\nowner’s SSN (or EIN, if the owner has one). Do not enter the disregarded
\nentity’s EIN. If the LLC is classified as a corporation or partnership, enter
\nthe entity’s EIN.<\/p>\n

Note. <\/em>See the chart on page 4 for further clarification of name and
\nTIN combinations.<\/p>\n

How to get a TIN. <\/em>If you do not have a TIN, apply for one
\nimmediately. To apply for an SSN, get Form SS-5, Application for a Social
\nSecurity Card, from your local Social Security Administration office or get this
\nform online at www.ssa.gov<\/em>. You may also get this form by calling
\n1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
\nIdentification Number, to apply for an ITIN, or Form SS-4, Application for
\nEmployer Identification Number, to apply for an EIN. You can apply for an EIN
\nonline by accessing the IRS website at www.irs.gov\/businesses <\/em>and
\nclicking on Employer Identification Number (EIN) under Starting a Business. You
\ncan get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling
\n1-800-TAX-FORM (1-800-829-3676).<\/p>\n

16<\/p>\n

\n

If you are asked to complete Form W-9 but do not have a TIN, write “Applied
\nFor” in the space for the TIN, sign and date the form, and give it to the
\nrequester. For interest and dividend payments, and certain payments made with
\nrespect to readily tradable instruments, generally you will have 60 days to get
\na TIN and give it to the requester before you are subject to backup withholding
\non payments. The 60-day rule does not apply to other types of payments. You will
\nbe subject to backup withholding on all such payments until you provide your TIN
\nto the requester.<\/p>\n

Note. <\/em>Entering “Applied For” means that you have already applied for
\na TIN or that you intend to apply for one soon.<\/p>\n

Caution: A disregarded domestic entity that has a foreign owner must use
\nthe appropriate Form W-8<\/em>.<\/p>\n

Part II. Certification <\/strong><\/p>\n

To establish to the withholding agent that you are a U.S. person, or resident
\nalien, sign Form W-9. You may be requested to sign by the withholding agent even
\nif item 1, below, and items 4 and 5 on page 4 indicate otherwise.<\/p>\n

For a joint account, only the person whose TIN is shown in Part I should sign
\n(when required). In the case of a disregarded entity, the person identified on
\nthe “Name” line must sign. Exempt payees, see Exempt Payee <\/em>on page 3.\n<\/p>\n

Signature requirements. <\/em>Complete the certification as indicated in
\nitems 1 through 3, below, and items 4 and 5 on page 4.<\/p>\n

1. Interest, <\/strong>dividend, and barter exchange accounts opened
\nbefore 1984 and broker accounts considered active during 1983. You must give
\nyour correct TIN, but you do not have to sign the certification.<\/p>\n

2. Interest, <\/strong>dividend, broker, and barter exchange accounts
\nopened after 1983 and broker accounts considered inactive during 1983. You must
\nsign the certification or backup withholding will apply. If you are subject to
\nbackup withholding and you are merely providing your correct TIN to the
\nrequester, you must cross out item 2 in the certification before signing the
\nform.<\/p>\n

3. Real estate transactions. <\/em>You must sign the certification. You
\nmay cross out item 2 of the certification.<\/p>\n

4. Other payments. <\/em>You must give your correct TIN, but you do not
\nhave to sign the certification unless you have been notified that you have
\npreviously given an incorrect TIN. “Other payments” include payments made in the
\ncourse of the requester’s trade or business for rents, royalties, goods (other
\nthan bills for merchandise), medical and health care services (including
\npayments to corporations), payments to a nonemployee for services, payments to
\ncertain fishing boat crew members and fishermen, and gross proceeds paid to
\nattorneys (including payments to corporations).<\/p>\n

5<\/em>. Mortgage interest paid by you, acquisition or abandonment
\nof secured property, cancellation of debt, qualified tuition program payments
\n(under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or
\ndistributions, and pension distributions. <\/strong>You must give your correct
\nTIN, but you do not have to sign the certification.<\/p>\n

What Name and Number To Give the Requester <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

For this type of account:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Give name and SSN of:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Individual<\/p>\n<\/td>\n

<\/td>\n\n

The individual<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

2.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Two or more individuals
\n(joint account)<\/p>\n<\/td>\n

<\/td>\n\n

The actual owner of the account or, if combined funds, the first individual
\non the account(1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Custodian account of a minor (Uniform Gift to Minors Act)<\/p>\n<\/td>\n

<\/td>\n\n

The minor(2)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

a. The usual revocable savings trust (grantor is also trustee)<\/p>\n<\/td>\n

<\/td>\n\n

The grantor-trustee(1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

b. So-called trust account
\nthat is not a legal or valid trust under state law<\/p>\n<\/td>\n

<\/td>\n\n

The actual owner(1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

5.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Sole proprietorship or disregarded entity owned by an individual<\/p>\n<\/td>\n

<\/td>\n\n

The owner(3)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

6.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation
\nsection 1.671-4(b)(2)(i)(A)<\/p>\n<\/td>\n

<\/td>\n\n

The grantor*<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Disregarded entity not owned by an individual<\/p>\n<\/td>\n

<\/td>\n\n

The owner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A valid trust, estate, or pension trust<\/p>\n<\/td>\n

<\/td>\n\n

Legal entity(4)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

9.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Corporate or LLC electing corporate status on Form 8832 or Form 2553<\/p>\n<\/td>\n

<\/td>\n\n

The corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

10.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Association, club, religious, charitable, educational, or other tax-exempt
\n
\norganization<\/p>\n<\/td>\n

<\/td>\n\n

The organization<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

11.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Partnership or multi-member LLC<\/p>\n<\/td>\n

<\/td>\n\n

The partnership<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

12.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A broker or registered nominee<\/p>\n<\/td>\n

<\/td>\n\n

The broker or nominee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

13.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Account with the
\nDepartment of Agriculture in the name of a public entity (such as a state or
\nlocal government, school district, or prison) that receives agricultural program
\npayments<\/p>\n<\/td>\n

<\/td>\n\n

The public entity<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

14.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Grantor trust filing under the Form 1041 Filing Method or the Optional Form
\n1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))<\/p>\n<\/td>\n

<\/td>\n\n

The trust<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

List first and circle the name of the person whose number you furnish. If
\nonly one person on a joint account has an SSN, that person’s number must be
\nfurnished.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n

\n\n\n\n
\n

(2)<\/p>\n<\/td>\n

\n

Circle the minor’s name and furnish the minor’s SSN.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(3)<\/p>\n<\/td>\n

\n

You must show your individual name and you may also enter your business or
\n“DBA” name on the “Business name\/disregarded entity” name line. You may use
\neither your SSN or EIN (if you have one), but the IRS encourages you to use your
\nSSN.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(4)<\/p>\n<\/td>\n

\n

List first and circle the name of the trust, estate, or pension trust. (Do
\nnot furnish the TIN of the personal representative or trustee unless the legal
\nentity itself is not designated in the account title.) Also see Special
\nrules for partnerships <\/em>on page 1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

*<\/strong><\/p>\n<\/td>\n

\n

Note. Grantor also must provide a Form W-9 to trustee of trust.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Note. <\/em>If no name is circled when more than one name is listed, the
\nnumber will be considered to be that of the first name listed.<\/p>\n

Secure Your Tax Records from Identity Theft <\/strong><\/p>\n

Identity theft occurs when someone uses your personal information such as
\nyour name, social security number (SSN), or other identifying information,
\nwithout your permission, to commit fraud or other crimes. An identity thief may
\nuse your SSN to get a job or may file a tax return using your SSN to receive a
\nrefund.<\/p>\n

To reduce your risk:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Protect your SSN,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Ensure your employer is protecting your SSN, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Be careful when choosing a tax preparer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If your tax records are affected by identity theft and you receive a notice
\nfrom the IRS, respond right away to the name and phone number printed on the IRS
\nnotice or letter.<\/p>\n

If your tax records are not currently affected by identity theft but you
\nthink you are at risk due to a lost or<\/p>\n

stolen purse or wallet, questionable credit card activity or credit report,
\ncontact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.\n<\/p>\n

For more information, see Publication 4535, Identity Theft Prevention and
\nVictim Assistance.<\/p>\n

Victims of identity theft who are experiencing economic harm or a system
\nproblem, or are seeking help in resolving tax problems that have not been
\nresolved through normal channels, may be eligible for Taxpayer Advocate Service
\n(TAS) assistance. You can reach TAS by calling the TAS toll-free case intake
\nline at 1-877-777-4778 or TTY\/TDD 1-800-829-4059.<\/p>\n

Protect yourself from suspicious emails or phishing schemes.
\n<\/em>Phishing is the creation and use of email and websites designed to mimic
\nlegitimate business emails and websites. The most common act is sending an email
\nto a user falsely claiming to be an established legitimate enterprise in an
\nattempt to scam the user into surrendering private information that will be used
\nfor identity theft.<\/p>\n

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS
\ndoes not request personal detailed information through email or ask taxpayers
\nfor the PIN numbers, passwords, or similar secret access information for their
\ncredit card, bank, or other financial accounts.<\/p>\n

If you receive an unsolicited email claiming to be from the IRS, forward this
\nmessage to phishing@irs.gov<\/em>. You may also report misuse of the IRS
\nname, logo, or other IRS personal property to the Treasury Inspector General for
\nTax Administration at 1-800-366-4484. You can forward suspicious emails to the
\nFederal Trade Commission at: spam@uce.gov <\/em>or contact them at
\nwww.ftc.gov\/idtheft <\/em>or 1-877-IDTHEFT(1-877-438-4338).<\/p>\n

Visit IRS.gov to learn more about identity theft and how to reduce your risk.\n<\/p>\n

Privacy Act Notice <\/strong><\/p>\n

Section 6109 of the Internal Revenue Code requires you to provide your
\ncorrect TIN to persons (including federal agencies) who are required to file
\ninformation returns with the IRS to report interest, dividends, or certain other
\nincome paid to you; mortgage interest you paid; the acquisition or abandonment
\nof secured property; the cancellation of debt; or contributions you made to an
\nIRA, Archer MSA, or HSA. The person collecting this form uses the information on
\nthe form to file information returns with the IRS, reporting the above
\ninformation. Routine uses of this information include giving it to the
\nDepartment of Justice for civil and criminal litigation and to cities, states,
\nthe District of Columbia, and U.S. possessions for use in administering their
\nlaws. The information also may be disclosed to other countries under a treaty,
\nto federal and state agencies to enforce civil and criminal laws, or to federal
\nlaw enforcement and intelligence agencies to combat terrorism. You must provide
\nyour TIN whether or not you are required to file a tax return. Under section
\n3406, payers must generally withhold a percentage of taxable interest, dividend,
\nand certain other payments to a payee who does not give a TIN to the payer.
\nCertain penalties may also apply for providing false or fraudulent information.\n<\/p>\n

(This page intentionally left blank)<\/p>\n

18<\/p>\n

\n

The Depositary for the Offer is: <\/em><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If delivering by mail:<\/u><\/p>\n

American Stock Transfer & Trust Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

P.O. Box 2042<\/p>\n

New York, New York 10272-2042<\/p>\n<\/td>\n

<\/td>\n\n

If delivering by hand or courier:<\/u><\/p>\n

American Stock Transfer & Trust Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

6201 15th<\/sup> Avenue<\/p>\n

Brooklyn, New York 11219<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Information Agent may be contacted at the address and
\ntelephone number listed below for questions and\/or requests for additional
\ncopies of the Offer to Purchase, this Letter of Transmittal, the notice of
\nguaranteed delivery and other tender offer materials. You may also contact your
\nbroker, dealer, commercial bank, trust company or other nominee for assistance.
\nSuch copies will be furnished promptly at Purchaser’s expense.<\/p>\n

The Information Agent for the Offer is: <\/em><\/p>\n

Georgeson<\/p>\n

199 Water Street : 26th<\/sup> Floor<\/p>\n

New York, NY 10038<\/p>\n

Banks and Brokers Call: (212) 440-9800<\/p>\n

Call Toll Free: (888) 877-5360<\/p>\n

The Dealer-Manager for the Offer is: <\/em><\/p>\n

\n

Moelis & Company LLC<\/p>\n

399 Park Avenue, 5th Floor<\/p>\n

New York, New York 10022<\/p>\n

Call: (212) 883-3800<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9627],"class_list":["post-43445","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43445","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43445"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43445"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43445"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43445"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}