Exhibit 4.3

 

CIM COMMERCIAL TRUST CORPORATION

SUBSCRIPTION AGREEMENT

 











 

CIM COMMERCIAL TRUST CORPORATION

 

INSTRUCTION PAGE

 

We, CIM Commercial Trust Corporation, are selling a minimum of 400,000 units and a maximum of 36,000,000 units (each a “Unit” and, collectively, the “Units”), with each Unit consisting of (a) one share of Series A Preferred Stock, $0.001 par value per share, of CIM Commercial Trust Corporation (a “Preferred Share”), and (b) one warrant (a “Warrant”) to purchase 0.25 of a share of Common Stock, $0.001 par value per share, of CIM Commercial Trust Corporation (each a “Common Share”) in connection with this offering (the “Offering”). Each Unit will be sold at a public offering price of $25 per Unit. Units will not be issued or certificated. The shares of Series A Preferred Stock and the Warrants are immediately detachable and will be issued separately.

 



If subscriptions for at least the minimum Offering have not been received and accepted by June 28, 2018, we will promptly notify our escrow agent, UMB Bank, N.A., this Offering will be terminated and your funds and subscription agreement will be returned to you within ten days after the date of such termination.



 

Interest may accrue on funds in the escrow account as applicable to the short-term investments or at applicable interest rate in which such funds are invested. You will only receive any such interest if we fail to sell the minimum number of shares or reject your subscription, in which case, we will return your subscription payment to you with any such accrued interest. We will bear all expenses of the escrow and, as such, any interest to be paid to any subscriber will not be reduced for such expense.

 

Your broker-dealer or registered investment advisor should MAIL properly completed and executed ORIGINAL documents, along with your check payable to “UMB Bank, N.A., Escrow Agent for CIM Commercial Trust Corporation” to International Assets Advisory, LLC at the following address:

 

International Assets Advisory, LLC
 300 S. Orange Ave., Suite 1100
 Orlando, FL 32801
 Phone: (800) 432-0000
 Fax: (407) 254-1500

 




*For IRA Accounts, mail investor signed documents to the IRA Custodian for signatures.

 

International Assets Advisory, LLC will then forward your check to our escrow agent, UMB Bank, N.A.

 

If you have any questions, please call your registered representative or International Assets Advisory, LLC at (800) 432-0000.

 

Instructions to Subscribers

 

Section 1: Indicate investment amount (Make all checks payable to “UMB Bank, N.A., Escrow Agent for CIM Commercial Trust Corporation”)

 

Section 2: Choose type of ownership

 

Non-Custodial Ownership

 

·     Accounts with more than one owner must have ALL PARTIES SIGN where indicated on page 3.

 

·     Be sure to attach copies of all plan documents for Pension Plans, Trusts or Corporate Partnerships required in section 2.

 

Custodial Ownership

 

For New IRA/Qualified Plan Accounts, please complete the form/application provided by your custodian of choice in addition to this subscription document and forward to the custodian for processing.

 

For existing IRA Accounts and other Custodial Accounts, information must be completed BY THE CUSTODIAN. Have all documents signed by the appropriate officers as indicated in the Corporate Resolution (which are also to be included).

 

Section 3: All names, addresses, dates of birth, Social Security or Tax I.D. numbers of all investors or Trustees

 

Section 4: Choose Dividend Allocation option

 

Section 6: To be signed and completed by your Financial Advisor (be sure to include CRD number for Financial Advisor and Broker Dealer Firm and the Branch Manager’s signature)

 

Section 7: Have ALL investors initial and sign where indicated

 

Section 8: All investors must complete and sign the substitute W9

 

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CIM COMMERCIAL TRUST CORPORATOIN
 SUBSCRIPTION AGREEMENT

 

1.     INVESTMENT

 

o I/WE AM/ARE DIRECTORS, OFFICERS, EMPLOYEES OR OTHER INDIVIDUALS ASSOCIATED WITH THE COMPANY OR A FAMILY MEMBER OF ONE OF THE FOREGOING.

 

o CHECK HERE IF ADDITIONAL PURCHASE AND COMPLETE NUMBER 3 BELOW.

 

Payment Instructions: Make all checks payable to “UMB Bank, N.A., Escrow Agent for CIM Commercial Trust Corporation”

 

	
Number of shares   purchased:
    	
 
    	
Brokerage Account No.:
    
	
 
    	
 
    	
 
    
	
Purchase price per   share: $
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Aggregate purchase   price: $
    	
 
    	
(If applicable)
    


 

NOTE: Cash, cashier’s checks/official bank checks in bearer form, foreign checks, money orders, third party checks, or traveler’s checks will not be accepted.

 

2.     FORM OF OWNERSHIP (Please choose one option within the “Non-Custodial Ownership column, or within the “Custodial Ownership” column)

 

	
Non-Custodial   Ownership
    	
 
    	
Custodial Ownership
    
	
Individual o
    	
 
    	
Third Party Administered Custodial Plan
    (new IRA accounts will   require an additional application)
    
	
Joint Tenant (Joint accounts will be registered as joint tenants with rights of   survivorship unless otherwise indicated) o
    	
 
    	
o IRA o    ROTH/IRA

o    Simple Employee Pension (S.E.P.)

o    IRA o    SIMPLE o    OTHER (specify)
    
	
 
    	
 
    	
 
    
	
Tenants   in Common o
    	
 
    	
 
    
	
TOD — Optional   designation of beneficiaries for individual joint owners with rights of   survivorship or tenants by the entireties. (Please complete Transfer on Death   Registration Form which you can obtain from International Assets Advisory,   LLC)  o
    	
 
    	
Name of Custodian:    

 

 

Mailing Address:    

 

 

City, State Zip:
    
	
 
    	
 
    	
 
    
	
Corporation or Partnership (Authorized signature required. Include Corporate Resolution or   Partnership Agreement, as applicable)  o
    	
 
    	
Custodian Information (To be completed by Custodian above)
    
	
Uniform   Gift/Transfer to Minors (UGMA/UTMA) o
    	
 
    	
Custodian Tax ID #:
    
	
 
    	
 
    	
 
    
	
Under the   UGMA/UTMA of the State of
    	
 
    	
Custodian Account #:
    
	
 
    	
 
    	
 
    
	
Pension or Other Retirement   Plan (Include Plan Documents)  o
    	
 
    	
Custodian Phone #:
    
	
Trust (Include   title and signature pages of Trust Documents)  o
    	
 
    	
 
    
	
Other o                                    (Include title and signature pages)
    


 

3.         INVESTOR INFORMATION (Please print name(s) in which shares are to be registered.)

A.        Individual/Trust/Beneficial Owner

 

	
First Name:
    	
 
    	
Middle Name:
    
	
 
    	
 
    	
 
    
	
Last Name:
    	
 
    	
Tax ID or SS#:
    
	
 
    	
 
    	
 
    
	
Street Address:
    	
 
    	
City:
    	
State:
    	
Zip:
    
	
 
    	
 
    	
 
    
	
Date of Birth: (mm/dd/yyyy):       /    /
    	
 
    	
 
    
	
If Non-U.S. Citizen, specify Country of Citizenship:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Daytime Phone #:
    	
 
    	
 
    
	
U.S. Driver’s License Number (if available):
    	
 
    	
 
    	
State of Issue:
    
	
 
    	
 
    	
 
    
	
Email Address:
    	
 
    	
 
    


 

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B.            Joint Owner/Co-Trustee/Minor

 

	
First Name:
    	
 
    	
Middle Name:
    
	
 
    	
 
    	
 
    
	
Last Name:
    	
 
    	
Tax ID or SS#:
    
	
 
    	
 
    	
 
    
	
Street Address:
    	
 
    	
City:
    	
State:
    	
Zip:
    
	
 
    	
 
    	
 
    
	
Date of Birth:   (mm/dd/yyyy):     /    /
    	
 
    	
 
    
	
If Non-U.S. Citizen,   specify Country of Citizenship:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Daytime Phone

#:
    	
 
    	
 
    
	
U.S. Driver’s License   Number (if available):
    	
 
    	
 
    	
State of Issue:
    
	
Email Address:
    	
 
    	
 
    


 

C.            Residential Street Address (This section must be completed for verification purposes if mailing address in section 3A is a P.O. Box)

 

	
Street Address:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
City:
    	
 
    	
State:
    	
Zip:
    	
 
    


 

D.            Trust/Corporation/Partnership/Other (Trustee’s information must be provided in sections 3A and 3B)

 

Date of Trust:    /  /

Entity Name/Title of Trust:

Tax ID Number:

 

E.            Government ID (Foreign Citizens only) Identification documents must have a reference number and photo. Please attach a photocopy.

 

	
Place of Birth:
    	
 
    	
 
    	
 
    
	
 
    	
City
    	
State/Providence
    	
Country
    
	
Immigration Status:         Permanent   resident o         Non-permanent   resident o         Non-resident   o
    
	
Check which type of   document you are providing:
    
	
o U.S. Driver’s License
    	
o INS Permanent resident alien card
    	
o Passport with U.S. Visa
    	
o Employment Authorization Document
    
	
o Passport without U.S. Visa
    	
 
    	
 
    
	
Bank Name (required):
    	
Account   No. (required):
    	
 
    
	
 
    
	
o Foreign national identity documents
    	
 
    
	
Bank address (required):
    	
Bank Phone   No. (required):
    
	
 
    
	
Number for the document   checked above and country of issuance:
    


 

F.             Employer:
 Retired: o

 

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4.     DISTRIBUTIONS (Select only one)

 

Complete this section to elect how to receive your dividend distributions.

 

IRA accounts may not direct distributions without the custodian’s approval.

 

I hereby subscribe for shares of CIM Commercial Trust Corporation and elect the distribution option indicated below:

 

	
A.
    	
 
    	
o Mail Check to the address of record
    
	
B.
    	
 
    	
o    Credit Dividend to my IRA or Other Custodian   Account 
    
	
C.
    	
 
    	
o    Cash/Direct Deposit (Please attach a pre-printed voided check (Non-Custodian Investors   only). I authorize CIM Commercial Trust Corporation or its agent   to deposit my distribution/dividend to my checking or savings account. This   authority will remain in force until I notify CIM Commercial Trust   Corporation in writing to cancel it. If CIM Commercial Trust Corporation   deposits funds erroneously into my account, they are authorized to debit my   account for an amount not to exceed the amount of the erroneous   deposit. 
    


 

	
Name/Entity   Name/Financial Institution:
    
	
Mailing   Address:                                                                                                       City:                       State:                       Zip:
    
	
Account   Number:                                          Your Bank’s ABA/Routing Nbr:
    
	
Your   Bank’s Account Number:
    
	
Checking   Acct:                                                   Savings Acct:
    


 

PLEASE ATTACH COPY OF VOIDED CHECK TO THIS FORM IF FUNDS ARE TO BE SENT TO A BANK

 




*          The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records. If the registration at the bank differs from that on this Subscription Agreement, all parties must sign below.

 

	
Owner   Signature 
    	
 
    	
 
    	
Date
    	
 
    
	
Co-Owner   Signature (if applicable)
    	
 
    	
 
    	
Date
    	
 
    
						


 

5.              ELECTRONIC DELIVERY ELECTION

 

o Check the box if you DO NOT consent to the electronic delivery of documents, including the prospectus, prospectus supplements, annual and quarterly reports, and other stockholder communication and reports. E-mail address in Section 3 is required. Please carefully read the following representations before deciding whether or not to check the box. By NOT checking this box and therefore consenting to receive documents electronically, you represent the following:

 

	
(a)
    	
I acknowledge that access to both Internet e-mail   and the World Wide Web is required in order to access documents electronically.   I may receive by e-mail notification the availability of a document in   electronic format. The notification e-mail will contain a web address (or   hyperlink) where the document can be found. By entering this address into my   web browser, I can view, download and print the document from my   computer. I acknowledge that there may be costs associated with the   electronic access, such as usage charges from my Internet provider and   telephone provider, and that these costs are my responsibility.
    
	
(b)
    	
I acknowledge that documents distributed   electronically may be provided in Adobe’s Portable Document Format (PDF). The   Adobe Reader® software is required to view documents in PDF format. The   Reader software is available free of charge from Adobe’s web site at www.adobe.com. The Reader software must be correctly   installed on my system before I will be able to view documents in PDF format.   Electronic delivery also involves risks related to system or network outage   that could impair my timely receipt of or access to stockholder   communications.
    
	
(c)
    	
I acknowledge that I may receive at no cost from CIM   Commercial Trust Corporation a paper copy of any documents delivered   electronically by calling International Assets Advisory, LLC at (800)   432-0000 from 9:00 am to 5:00 pm EST Monday-Friday.
    
	
(d)
    	
I understand that if   the e-mail notification is returned to CIM Commercial Trust Corporation as   “undeliverable,” a letter will be mailed to me with instructions on how to   update my e-mail address to begin receiving communication via electronic   delivery. I further understand that if CIM Commercial Trust Corporation is   unable to obtain a valid e-mail address for me, CIM Commercial Trust   Corporation will resume sending a paper copy of its filings by U.S. mail to   my address of record.
    
	
(e)
    	
I understand that my   consent may be updated or cancelled, including any updates in e-mail address   to which documents are delivered, at any time by calling International Assets   Advisory, LLC at (800) 432-0000 from 9:00 am to 5:00 pm EST Monday-Friday. 
    


 

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6.              BROKER-DEALER/FINANCIAL ADVISOR INFORMATION (All fields must be completed)

 

The financial advisor must sign below to complete order. The financial advisor hereby represents and warrants that he/she is duly licensed and may lawfully sell shares of CIM Commercial Trust Corporation

 

	
BROKER-DEALER:                                Financial Advisor Name/RIA:
    
	
 
    
	
Mailing Address:
    
	
 
    
	
City:                                                                State:                                                 Zip:
    
	
 
    
	
Business No. (required)
    
	
E-mail Address:                                     Fax No.:
    
	
Broker-Dealer CRD Number:                         Financial Advisor CRD Number:
    


 

o  RIA Submission Check this box to indicate whether submission is made through the Registered Investment Advisor (RIA) in its capacity as the RIA and not in its capacity as a Registered Representative of a Broker-Dealer, if applicable, whose agreement with the subscriber includes a fixed or “wrap” fee feature for advisory and related brokerage services. If an owner or principal or any member of the RIA firm is a FINRA licensed Registered Representative affiliated with a Broker-Dealer, the transaction should be completed through that Broker-Dealer, not through the RIA.

 

I acknowledge that (1) by checking the above box or (2) if the sale of shares pursuant to this Subscription Agreement is to our directors, officers, employees and other individuals associated with us and members of their families, I WILL NOT RECEIVE A SALES COMMISSION.

 

The undersigned further represents and certifies that in connection with this subscription for shares, he/she has complied with and has followed all applicable policies and procedures under his firm’s existing Anti-Money Laundering Program and Customer Identification Program.

 

	
Financial   Advisor and /or RIA Signature:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Branch   Manager Signature:
    	
 
    	
 
    	
Date:
    	
 
    
						


 

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7.              SUBSCRIBER ACKNOWLEDGEMENTS AND SIGNATURES

 

The undersigned hereby confirms her/his/its agreement to purchase the shares on the terms and conditions set forth herein and acknowledges and/or represents (or in the case of fiduciary accounts, the person authorized to sign on such subscriber’s behalf) the following: (you must initial each of the representations below)

 

	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
a) I/We have received   the final prospectus of CIM Commercial Trust Corporation
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
b) I/We accept the   terms of the charter, as amended, of CIM Commercial Trust Corporation
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
c) I/We am/are   purchasing shares for my/our own account.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
d) I/We have had access   to all the information with respect to the purchase of shares that I/we deem   necessary to make a complete evaluation thereof and have had the opportunity   to ask questions concerning such purchase
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
e) I/We am/are in   compliance with the USA PATRIOT Act and not on any governmental authority   watch list.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Owner
    	
 
    	
Co-Owner
    	
 
    	
f) If an affiliate of   CIM Commercial Trust Corporation, I/we represent that the shares are   being purchased for investment purposes only and not for immediate resale.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Owner   Signature:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
 
    	
Co-Owner   Signature:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
 
    	
Signature of Custodian(s) or Trustee(s) (if   applicable). Current Custodian must sign if investment is for an IRA Account
    
	
 
    	
 
    	
Authorized   Signature (Custodian or Trustee):
    	
 
    	
 
    	
Date:
    	
 
    
														


 

CIM COMMERCIAL TRUST CORPORATION INTENDS TO ASSERT THE FOREGOING REPRESENTATIONS AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE RELEVANT. CIM COMMERCIAL TRUST CORPORATION HAS THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION IN WHOLE OR IN PART, SO LONG AS SUCH PARTIAL ACCEPTANCE OR REJECTION DOES NOT RESULT IN AN INVESTMENT OF LESS THAN THE MINIMUM AMOUNT SPECIFIED IN THE PROSPECTUS. AS USED ABOVE, THE SINGULAR INCLUDES THE PLURAL IN ALL RESPECTS IF SHARES ARE BEING ACQUIRED BY MORE THAN ONE PERSON. THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT.

 

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8.              GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

 

What Number to Give the Requester. — Social Security numbers (“SSN”) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (“EIN”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” means the Internal Revenue Service. “TIN” means taxpayers identification number.

 

	
For this type of account:
    	
 
    	
Give the SSN of:
    
	
1. An individual’s   account
    	
 
    	
The individual
    
	
 
    	
 
    	
 
    
	
2. Two or more   individuals (Joint account)
    	
 
    	
The actual owner of the   account or, if combined funds, the first individual on the account(1)
    
	
 
    	
 
    	
 
    
	
3.   Custodian account of a minor (Uniform Gift to Minors Act)
    	
 
    	
The minor(2)
    
	
 
    	
 
    	
 
    
	
4.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
(a) The usual   revocable savings trust account (grantor also is trustee)
    	
 
    	
The grantor-trustee(1)
    
	
 
    	
 
    	
 
    
	
(b) So-called   trust account that is not a legal or valid trust under State law
    	
 
    	
The actual owner(1)
    
	
 
    	
 
    	
 
    
	
5.   Sole proprietorship or single-owner LLC that has not elected corporate status
    	
 
    	
The owner(3)
    
	

    	
 
    	

    
	
For this type of account:
    	
 
    	
Give the EIN of:
    
	
6.   Sole proprietorship or single-owner LLC
    	
 
    	
The owner(3)
    
	
 
    	
 
    	
 
    
	
7. A   valid trust, estate, or pension trust
    	
 
    	
The legal entity(4)
    
	
 
    	
 
    	
 
    
	
8.   Corporate or LLC electing corporate status on Form 8832
    	
 
    	
The corporation or LLC
    
	
 
    	
 
    	
 
    
	
9.   Association, club, religious, charitable, educational, or other tax-exempt   organization
    	
 
    	
The organization
    
	
 
    	
 
    	
 
    
	
10.   Partnership or multi-member LLC that has not elected corporate status
    	
 
    	
The partnership or LLC
    
	
 
    	
 
    	
 
    
	
11.   Account with the Department of Agriculture in the name of a public entity   (such as a State or local government, school district or prison) that   receives agricultural program payments
    	
 
    	
The public entity
    
	
 
    	
 
    	
 
    
	
12.   A broker or registered nominee
    	
 
    	
The broker or nominee
    


 




	
(1)
    	
List first and circle   the name of the person whose number you furnish. If only one person on a   joint account has a SSN, that person’s number must be furnished. 
    
	
 
    	
 
    
	
(2)
    	
Circle the minor’s name   and furnish the minor’s SSN. 
    
	
 
    	
 
    
	
(3)
    	
You must show your   individual name and you also may enter your business or “DBA” name on the   second name line. You may use either your SSN or EIN (if you have one). If   you are a sole proprietor, the IRS encourages you to use your SSN. 
    
	
 
    	
 
    
	
(4)
    	
List first and circle   the name of the legal trust, estate, or pension trust. (Do not furnish the   TIN of the personal representative or trustee unless the legal entity itself   is not designated in the account title.) 
    


 

Note. If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

 

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Payees Exempt from Backup Withholding

 

Backup withholding is not required on any payments made to the following payees:

 

	
·
    	
An organization exempt   from tax under Section 501(a), an individual retirement account (“IRA”),   or a custodial account under Section 403(b)(7) if the account   satisfies the requirements of Section 401(f)(2). 
    
	
·
    	
The United States or   any of its agencies or instrumentalities. 
    
	
·
    	
A state, the District   of Columbia, a possession of the United States, or any of their political   subdivisions or instrumentalities. 
    
	
·
    	
A foreign government or   any of its political subdivisions, agencies or instrumentalities. 
    
	
·
    	
An international   organization or any of its agencies or instrumentalities. 
    


 

Other payees that may be exempt from backup withholding include:

 

	
·
    	
A corporation. 
    
	
·
    	
A foreign central bank   of issue. 
    
	
·
    	
A dealer in securities   or commodities required to register in the United States, the District of   Columbia, or a possession of the United States. 
    
	
·
    	
A futures commission   merchant registered with the Commodity Futures Trading Commission. 
    
	
·
    	
A real estate   investment trust. 
    
	
·
    	
An entity registered at   all times during the tax year under the Investment Company Act of 1940. 
    
	
·
    	
A common trust fund   operated by a bank under Section 584(a). 
    
	
·
    	
A financial   institution. 
    
	
·
    	
A middleman known in   the investment community as a nominee or custodian. 
    
	
·
    	
A trust exempt from tax   under Section 664 or described in Section 4947. 
    


 

Exempt payees should complete a Substitute Form W-9 to avoid possible erroneous backup withholding.

 

Check the “Exempt TIN” box in Part 4 of the attached Substitute Form W-9, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

 

Privacy Act Notice

 

Section 6109 requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.

 

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Penalties

 

	
·
    	
Failure   to Furnish TIN. If you fail to furnish your correct TIN to   a requester, you will be subject to a penalty of $50 for each such failure   unless your failure is due to reasonable cause and not to willful neglect. 
    
	
·
    	
Civil   Penalty for False Information With Respect to Withholding.   If you make a false statement with no reasonable basis which results in no   backup withholding, you will be subject to a $500 penalty. 
    
	
·
    	
Criminal   Penalty for Falsifying Information. Willfully falsifying   certifications or affirmations may subject you to criminal penalties   including fines and/or imprisonment. 
    
	
 
    	
 
    
	
·
    	
Misuse   of TINs. If the requester discloses or uses taxpayer   identification numbers in violation of Federal law, the payer may be subject   to civil and criminal penalties. 
    


 

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

 

SUBSTITUTE W-9

 

To prevent backup withholding on any payment made to a stockholder with respect to subscription proceeds held in escrow, the stockholder is generally required to provide current TIN (or the TIN of any other payee) and certain other information by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such investor is awaiting a TIN), that the investor is a U.S. person, and that the investor is not subject to backup withholding because (i) the investor is exempt from backup withholding, (ii) the investor has not been notified by the IRS that the investor is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the IRS has notified the investor that the investor is no longer subject to backup withholding. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the proceeds held in escrow, 28% of all such payments will be withheld until a TIN is provided and if a TIN is not provided within 60 days, such withheld amounts will be paid over to the IRS. See the guidelines below for instructions on how to fill out the Substitute W-9.

 

	
SUBSTITUTE
    	
 
    	
Part 1 — PLEASE PROVIDE YOUR TIN BELOW AND CERTIFY BY SIGNING AND DATING   BELOW.

 

TIN:
    
	
Form W-9
   Department of the Treasury Internal Revenue Service Payer’s Request for   Taxpayer Identification Number (“TIN”)
    	
 
    	
Part 2 — Certification — Under penalties of perjury, I certify that:

 

(1) The   number shown on this form is my correct Taxpayer Identification Number (or I   am waiting for a number to be issued to me);
   (2) I am not subject to backup withholding because (a) I am exempt   from withholding or (b) I have not been notified by the Internal Revenue   Service (the “IRS”) that I am subject to backup withholding as a result of a   failure to report all interest or dividends or (c) the IRS has notified   me that I am no longer subject to backup withholding; and
   (3) I am a U.S. person (including a U.S. resident alien)
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
CERTIFICATION   INSTRUCTIONS — YOU MUST CROSS OUT ITEM (2) IN PART 2 ABOVE IF YOU   HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING   BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURNS.   HOWEVER, IF AFTER BEING NOTIFIED BY THE IRS STATING THAT YOU WERE   SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION FROM THE IRS   STATING YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT   ITEM (2). IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING, CHECK THE BOX IN   PART 4.
    	
 
    	
Part 3 — Awaiting TIN o

 

Part 4 — Exempt TIN o
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SIGNATURE:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
DATE:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name   (Please Print):
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Address   (Please Print):
    	
 
    	
 
    


 

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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU FROM THE ESCROW ACCOUNT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
 FORM W-9 FOR ADDITIONAL INFORMATION.

 

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

 

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center for Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% of all reportable payments made to me will be withheld.

 

 

	
SIGNATURE:
    	
 
    	
 
    	
Date:
    	
 
    


 

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