|
By First Class, Registered or Certified Mail: Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
| |
By Express or Overnight Delivery:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
|
| |
Number of shares to be tendered: shares*
|
| |
| |
*
Unless otherwise indicated, it will be assumed that all shares held by the undersigned are to be tendered.
|
| |
| |
CONDITIONAL TENDER
(See Instruction 14 of the Letter of Transmittal) |
| |
| |
A tendering stockholder may condition the tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.
|
| |
| |
☐
The minimum number of shares that must be purchased from me, if any are purchased from me, is: shares.
|
| |
| |
If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked this box:
|
| |
| |
☐
The tendered shares represent all shares held by the undersigned.
|
| |
| |
Certificate Nos. (if available):
|
| |
| |
Name(s) of Record Holder(s):
|
| |
| |
(Please Type or Print)
|
| |
| |
Address(es):
|
| |
| |
Zip Code:
|
| |
| |
Daytime Area Code and Telephone Number:
|
| |
| |
Signature(s):
|
| |
| |
Dated: , 2025
|
| |
| |
If shares will be tendered by book-entry transfer, check this box ☐ and provide the following information:
|
| |
| |
Name of Tendering Institution:
|
| |
| |
Account Number at Book-Entry Transfer Facility:
|
| |
| |
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.
|
| |
| |
GUARANTEE
(Not To Be Used For Signature Guarantee) |
| |
| | The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own (s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within one trading day (as defined in the Offer to Purchase) after the Expiration Time. Participants tendering their shares should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via DTC’s PTOP platform. | | |
| | The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution. | | |
| | Name of Firm: | | |
| | Authorized Signature: | | |
| | Name: | | |
| |
(Please Type or Print)
|
| |
| | Title: | | |
| | Address: | | |
| | Zip Code: | | |
| | Area Code and Telephone Number: | | |
| | Dated: , 2025 | | |