LETTER OF TRANSMITTAL
For Exchange of Shares of Common Stock of Cascadia Fiber Networks, Inc. for Merger Consideration Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2025, among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc.
Transfer and Paying Agent:
Trident Transfer Agency, Inc. 480 Washington Boulevard Jersey City, NJ 07310
╔══════════════════════════════════════════════════════════════════════════════════════╗ ║ IMPORTANT NOTICE ║ ║ ║ ║ DO NOT SEND STOCK CERTIFICATES OR BOOK-ENTRY CONFIRMATIONS TO ║ ║ NORTHGATE TELECOMMUNICATIONS PLC, CASCADIA FIBER NETWORKS, INC., ║ ║ OR ANY OTHER PARTY. ALL STOCK CERTIFICATES AND BOOK-ENTRY TRANSFER ║ ║ INSTRUCTIONS MUST BE SENT TO TRIDENT TRANSFER AGENCY, INC. AT THE ║ ║ ADDRESS SET FORTH HEREIN. ║ ║ ║ ╚══════════════════════════════════════════════════════════════════════════════════════╝
This Letter of Transmittal should be completed and signed by each holder of shares of common stock, par value $0.01 per share, of Cascadia Fiber Networks, Inc. (each, a "Share" and collectively, the "Shares") who wishes to receive the Merger Consideration (as defined below) to which such holder is entitled pursuant to the Merger Agreement (as defined below). Holders of Shares should carefully read this Letter of Transmittal and the accompanying instructions before completing and signing this form.
IMPORTANT: INSTRUCTIONS AND NOTICES
This Letter of Transmittal is being furnished in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 14, 2025, among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company").
Pursuant to the Merger Agreement, and in accordance with Section 251 of the Delaware General Corporation Law (the "DGCL"), Merger Sub has been merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"). The Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the time of such filing, the "Effective Time").
At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by Parent, Merger Sub, or any wholly owned subsidiary of Parent or Merger Sub, (ii) Shares held in the treasury of the Company, and (iii) Shares held by stockholders who have properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under Section 262 of the DGCL (collectively, "Excluded Shares" and "Dissenting Shares," each as defined in the Merger Agreement)) was converted into the right to receive $15.79 in cash, without interest (the "Per Share Merger Consideration"). The aggregate merger consideration payable in connection with the Merger is approximately $750,000,000.
Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the meanings ascribed to such terms in the Merger Agreement. Holders of Shares should read this Letter of Transmittal carefully and follow the instructions contained herein and in Section 10 (General Instructions) below.
HOLDERS OF SHARES ARE URGED TO COMPLETE, SIGN, AND RETURN THIS LETTER OF TRANSMITTAL, TOGETHER WITH THEIR STOCK CERTIFICATE(S) (OR CONFIRMATION OF BOOK-ENTRY TRANSFER), TO THE TRANSFER AGENT AS PROMPTLY AS PRACTICABLE.
SECTION 1: DESCRIPTION OF SHARES SURRENDERED
Please list below the stock certificate(s) representing the Shares being surrendered for payment of the Per Share Merger Consideration, or, if Shares are held in book-entry form, provide the applicable book-entry account information.
Check here if Shares are held in book-entry form through the facilities of The Depository Trust Company ("DTC"). If so, please indicate your DTC participant account number: ______
Total Number of Shares Surrendered: ______
If the space provided above is insufficient, please list the certificate numbers and the number of Shares represented by each certificate on a separately signed schedule and attach such schedule to this Letter of Transmittal. Any such attached schedule shall be deemed to be a part of this Letter of Transmittal for all purposes.
Note: If Shares are held in book-entry form through the facilities of DTC, holders should indicate their DTC participant account number and the number of Shares to be transferred in lieu of providing certificate numbers. Book-entry holders should refer to Section 2.2 below for instructions on effecting delivery through DTC's Automated Tender Offer Program.
SECTION 2: DELIVERY OF CERTIFICATES OR BOOK-ENTRY TRANSFER
2.1 Physical Delivery of Certificates
Holders of Shares represented by physical stock certificates must surrender all such certificates representing Shares, together with this duly completed and signed Letter of Transmittal (and any other required documents), to the Transfer Agent at the address set forth below:
By Mail:
Trident Transfer Agency, Inc. 480 Washington Boulevard Jersey City, NJ 07310
By Hand or Overnight Courier:
Trident Transfer Agency, Inc. 480 Washington Boulevard Jersey City, NJ 07310
WARNING: Do not send certificates by facsimile transmission or electronic mail (email). Certificates transmitted by facsimile or email will not be accepted and will not be deemed to have been properly surrendered.
The method of delivery of stock certificates, this Letter of Transmittal, and all other required documents is at the election and sole risk of the surrendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Holders are encouraged to use a reputable overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.) to ensure prompt and secure delivery of their materials to the Transfer Agent.
2.2 Book-Entry Transfer
Holders of Shares held in book-entry form through the facilities of DTC may surrender their Shares by delivering this duly completed and signed Letter of Transmittal to the Transfer Agent and by causing DTC to transfer such Shares into the Transfer Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures. The Transfer Agent will establish an account at DTC for purposes of receiving Shares in connection with the Merger promptly after the date of this Letter of Transmittal.
Confirmation of a book-entry transfer of Shares into the Transfer Agent's account at DTC (a "Book-Entry Confirmation") must be received by the Transfer Agent prior to the issuance of the Merger Consideration. Delivery of documents to DTC does not constitute delivery to the Transfer Agent.
Delivery of this Letter of Transmittal (or, in the case of a book-entry transfer effected through ATOP, delivery of an Agent's Message (as defined below)) to the Transfer Agent constitutes the surrendering holder's acknowledgment of, and agreement to be bound by, the terms and conditions set forth in this Letter of Transmittal. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Transfer Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Shares that such participant has received and agrees to be bound by this Letter of Transmittal and that the Transfer Agent may enforce such agreement against such participant.
2.3 Guaranteed Delivery
If a holder's stock certificates are not immediately available, or if time will not permit all required documents to reach the Transfer Agent prior to the date by which the holder desires to receive payment, the holder may effect a surrender of Shares by using a Notice of Guaranteed Delivery, a form of which will be made available separately by the Transfer Agent upon request.
To use guaranteed delivery procedures, a holder must:
(a) submit a properly completed and duly executed Notice of Guaranteed Delivery, including a guarantee by an Eligible Institution (as defined below), to the Transfer Agent prior to the desired payment date;
(b) deliver to the Transfer Agent the stock certificate(s) (or Book-Entry Confirmation) representing the Shares, together with a properly completed and duly executed Letter of Transmittal and any other required documents, within three (3) New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.
An "Eligible Institution" means a bank, broker, dealer, credit union, savings association, or other entity that is a member in good standing of a recognized Medallion Signature Guarantee Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), and the New York Stock Exchange Medallion Signature Program (MSP).
SECTION 3: PAYMENT OF MERGER CONSIDERATION
Promptly following receipt by the Transfer Agent of:
(i) stock certificate(s) representing Shares (or a Book-Entry Confirmation confirming the book-entry transfer of such Shares into the Transfer Agent's account at DTC);
(ii) this Letter of Transmittal, duly completed and validly executed in accordance with the instructions herein (or, in the case of a book-entry transfer through ATOP, an Agent's Message); and
(iii) any other documents reasonably required by the Transfer Agent in connection with the surrender of Shares,
the Transfer Agent will pay to the surrendering holder an amount equal to the Per Share Merger Consideration of $15.79 in cash, multiplied by the number of Shares properly surrendered and not withdrawn by such holder, without interest thereon and less any amounts required to be deducted and withheld with respect to the making of such payment under applicable tax law (see Section 7 below).
Payment Method. Unless the holder provides wire transfer instructions in Section 4.3 below, payment of the Merger Consideration will be made by check mailed to the address set forth in Section 1 above (or, if different, to the address set forth in Section 4.2 below). Checks will be mailed by first-class United States mail, postage prepaid. Neither the Transfer Agent, Parent, the Surviving Corporation, nor any other party shall have any liability for any payment properly mailed in accordance with this paragraph.
No Interest. Under no circumstances will any interest accrue or be paid on the Merger Consideration for any reason, including, without limitation, any delay in the surrender of Shares, any delay in making payment, or any delay resulting from the need to resolve irregularities in any Letter of Transmittal or supporting documents.
Lost, Destroyed, or Stolen Certificates. If any stock certificate representing Shares has been lost, destroyed, or stolen, the holder must complete the Affidavit of Lost Certificate set forth in Section 8 below. The Transfer Agent may, in its discretion and as a condition to the payment of the Merger Consideration in respect of such lost, destroyed, or stolen certificate, require the holder to post a surety bond or provide an indemnity in such form and amount as may be reasonably determined by the Transfer Agent, as indemnity against any claim that may be made against the Transfer Agent, Parent, or the Surviving Corporation with respect to such certificate.
SECTION 4: SPECIAL PAYMENT / DELIVERY INSTRUCTIONS
4.1 Special Payment Instructions
Complete this section ONLY if the Merger Consideration is to be issued in the name of someone other than the registered holder(s) identified in Section 1 above.
Issue check to:
Name: ________
Address: ________
________________________________________
________________________________________
Taxpayer Identification Number or Social Security Number: ________
Note: If payment is to be made to a person other than the registered holder(s), the surrendered stock certificate(s) must be properly endorsed or accompanied by appropriate stock powers, duly executed by the registered holder(s), in either case with the signature(s) of the registered holder(s) guaranteed by an Eligible Institution (see Section 9.2 below). In addition, applicable stock transfer taxes, if any, must be paid or provided for to the satisfaction of the Transfer Agent. See Section 7 below regarding potential withholding requirements.
4.2 Special Delivery Instructions
Complete this section ONLY if the check for Merger Consideration is to be mailed to an address other than the address set forth in Section 1 above.
Mail check to:
Name: ________
Address: ________
________________________________________
________________________________________
4.3 Wire Transfer Instructions (Optional)
If you wish to receive the Merger Consideration by wire transfer in lieu of check, please complete the following information. Wire transfer may be available only for payments exceeding $5,000.00; please contact Trident Transfer Agency, Inc. at the telephone number set forth in Section 10.6 for details regarding wire transfer availability and any applicable wire transfer fees.
Bank Name: ________
ABA/Routing Number: ________
Account Number: ________
Account Name: ________
Reference: ________
Note: The Transfer Agent shall not be liable for any delay or failure in the wire transfer of funds caused by errors in the wire transfer instructions provided by the holder or by circumstances beyond the reasonable control of the Transfer Agent. Holders providing wire transfer instructions are solely responsible for verifying the accuracy of all banking information set forth above.
SECTION 5: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF SURRENDERING STOCKHOLDER
By executing and delivering this Letter of Transmittal (or, in the case of a book-entry transfer effected through ATOP, by delivery of an Agent's Message), the undersigned hereby represents, warrants, and agrees, for the benefit of the Transfer Agent, Parent, the Surviving Corporation, and their respective successors and assigns, as follows:
1. Authority. The undersigned is the registered holder of, or has full power and authority (including all necessary corporate, partnership, trust, or other organizational power and authority, as applicable) to surrender, the Shares described in Section 1 above and to receive the Merger Consideration payable in respect thereof.
2. Title. The undersigned has good, valid, and marketable title to such Shares, free and clear of all liens, claims, encumbrances, security interests, pledges, hypothecations, options, charges, restrictions, conditions, and interests of any kind or nature whatsoever (collectively, "Encumbrances"), and has full right and authority to surrender such Shares for exchange free and clear of all Encumbrances.
3. Transfer of Title. Upon delivery of such Shares to the Transfer Agent in accordance with this Letter of Transmittal, the Transfer Agent will acquire good and unencumbered title to such Shares, free and clear of all Encumbrances, and the cancellation of such Shares by the Transfer Agent in exchange for the Merger Consideration will be valid and effective for all purposes.
4. Further Assurances. The undersigned will, upon request of the Transfer Agent, Parent, or the Surviving Corporation, execute and deliver any additional documents, instruments, conveyances, or assurances and take such further actions as may be necessary or desirable to complete the surrender of Shares and the payment of the Merger Consideration.
5. No Prior Transfer. The undersigned has not sold, assigned, transferred, pledged, encumbered, or otherwise disposed of any interest in the Shares described in Section 1 above, and no other person or entity has any right, title, claim, or interest in such Shares or in the Merger Consideration payable in respect thereof, except as disclosed by the undersigned in writing to the Transfer Agent.
6. Full Satisfaction. The undersigned acknowledges and agrees that the Per Share Merger Consideration of $15.79 per Share, in cash and without interest, represents full and complete satisfaction of all rights pertaining to such Shares, including any rights to dividends, distributions, interest, or other payments or amounts with respect to such Shares.
7. Review of Merger Agreement. The undersigned acknowledges receipt of, and has had a reasonable opportunity to review, the Merger Agreement and the summary of the material terms thereof contained in the Information Statement / Proxy Statement of Cascadia Fiber Networks, Inc. previously provided to stockholders, and the undersigned understands the terms and conditions of the Merger.
8. Agreement to Terms. The undersigned agrees to all of the terms and conditions of this Letter of Transmittal, including, without limitation, the provisions regarding federal income tax withholding set forth in Section 7 and the requirement to complete and submit the Substitute IRS Form W-9 set forth in Section 6 (or, for non-U.S. holders, the applicable IRS Form W-8).
9. Irrevocability. The undersigned acknowledges that the delivery of Shares and this Letter of Transmittal is irrevocable, except as otherwise expressly provided in the Merger Agreement, and that Shares surrendered pursuant to this Letter of Transmittal may not be withdrawn after delivery to the Transfer Agent.
SECTION 6: SUBSTITUTE IRS FORM W-9 / TAX CERTIFICATION
6.1 Purpose and Requirement
Under federal income tax law, the Transfer Agent may be required to withhold and remit to the Internal Revenue Service (the "IRS") a portion of any payment of Merger Consideration made to a stockholder pursuant to the Merger, unless the stockholder provides a correct Taxpayer Identification Number ("TIN") and certain certifications by completing the Substitute IRS Form W-9 included below (or a separate IRS Form W-9). This requirement is mandated by the "backup withholding" provisions of Sections 3406 and 3451–3456 of the Internal Revenue Code of 1986, as amended (the "Code").
The current backup withholding rate is 24%. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the stockholder's U.S. federal income tax liability, and a stockholder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing the required information.
To avoid backup withholding, each U.S. holder (as defined in the instructions to IRS Form W-9) must provide a correct TIN by completing the Substitute Form W-9 below and must certify that (i) the TIN provided is correct (or that the holder is waiting for a TIN to be issued), (ii) the holder is not subject to backup withholding, (iii) the holder is a U.S. person (including a U.S. resident alien), and (iv) the FATCA code(s) entered on the form, if any, indicating exemption from FATCA reporting are correct.
Certain categories of stockholders, including most corporations, are exempt from backup withholding. See the instructions to IRS Form W-9 for additional guidance on exemptions and for instructions on how to indicate exempt status.
Failure to complete the Substitute Form W-9 may result in backup withholding of 24% of the Merger Consideration payable to you.
6.2 Substitute Form W-9
SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number and Certification (See Section 6.1 above and the instructions to IRS Form W-9 for additional guidance)
PART I — TAXPAYER IDENTIFICATION NUMBER
Name (as shown on your income tax return): ________
Business name / disregarded entity name, if different from above: ________
Federal tax classification (check one):
Individual / Sole Proprietor
C Corporation
S Corporation
Partnership
Trust / Estate
Limited Liability Company. Enter the tax classification (C = C Corporation, S = S Corporation, P = Partnership): __
Other (specify): ________
Exempt payee code (if applicable): ________
Exemption from FATCA reporting code (if applicable): ________
Address (number, street, and apartment or suite number):
________________________________________
City, State, and ZIP Code:
________________________________________
Taxpayer Identification Number:
Social Security Number: __ - _ - ___
OR
Employer Identification Number: __ - ________
PART II — 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 backup withholding, or (b) I have not been notified by the Internal Revenue Service (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;
(3) I am a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W-9); and
(4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Note: If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return, you must cross out item (2) above.
Signature: ________ Date: ________
6.3 Non-U.S. Holders
If the holder is not a U.S. person for federal income tax purposes, the holder should NOT complete the Substitute Form W-9 above. Instead, such holder must complete and submit to the Transfer Agent the applicable IRS Form W-8, such as:
• IRS Form W-8BEN — for foreign individuals claiming treaty benefits or establishing foreign status;
• IRS Form W-8BEN-E — for foreign entities claiming treaty benefits or establishing foreign status;
• IRS Form W-8ECI — for foreign persons claiming that income is effectively connected with the conduct of a trade or business within the United States;
• IRS Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches; or
• IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, or foreign private foundations.
The applicable IRS Form W-8 must be submitted to the Transfer Agent to establish an exemption from U.S. backup withholding. Forms W-8 are available from the IRS website at www.irs.gov or may be obtained from the Transfer Agent upon request.
Non-U.S. holders should be aware that the Merger Consideration may be subject to U.S. federal withholding tax. Non-U.S. holders are urged to consult their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Merger and the receipt of the Merger Consideration.
SECTION 7: WITHHOLDING
The Transfer Agent, Parent, the Surviving Corporation, or any of their respective affiliates or agents shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Shares pursuant to the Merger Agreement such amounts as may be required to be deducted and withheld under the Code, or any provision of applicable state, local, or non-U.S. tax law, with respect to the making of such payment. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be remitted to the appropriate governmental authority and shall be treated for all purposes of the Merger Agreement as having been paid to the holder of Shares from whom such amounts were deducted and withheld.
Without limiting the generality of the foregoing, backup withholding at the rate of 24% will apply to the Merger Consideration payable to a U.S. holder if such holder (i) fails to furnish a correct TIN to the Transfer Agent, (ii) has been notified by the IRS that such holder is subject to backup withholding as a result of a failure to properly report certain payments, (iii) fails to certify under penalties of perjury that such holder is not subject to backup withholding, or (iv) fails to otherwise comply with the applicable requirements of the backup withholding rules under Section 3406 of the Code.
Holders are urged to complete and return the Substitute Form W-9 included in Section 6.2 above (or the applicable IRS Form W-8 for non-U.S. holders) to avoid the imposition of backup withholding on the Merger Consideration.
SECTION 8: AFFIDAVIT OF LOST, STOLEN, OR DESTROYED CERTIFICATE(S)
Complete this section ONLY if any stock certificate(s) representing Shares have been lost, stolen, or destroyed. If all certificates are being delivered with this Letter of Transmittal, do not complete this section.
AFFIDAVIT OF LOST, STOLEN, OR DESTROYED CERTIFICATE(S)
The undersigned, being duly sworn, hereby certifies, represents, and warrants as follows:
1. The undersigned is the registered holder of the Shares represented by the stock certificate(s) described below.
2. The stock certificate(s) for __ Shares of common stock, par value $0.01 per share, of Cascadia Fiber Networks, Inc., bearing Certificate Number(s) ________, have been:
Lost
Stolen
Destroyed
(check one)
3. Description of the circumstances of the loss, theft, or destruction:
________________________________________
________________________________________
________________________________________
________________________________________
4. The undersigned has made a diligent search for the above-described certificate(s) and has been unable to locate or recover the same.
5. The undersigned hereby agrees to indemnify, defend, and hold harmless Trident Transfer Agency, Inc., Northgate Telecommunications PLC, and Cascadia Fiber Networks, Inc. (as the Surviving Corporation), and each of their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) that may be made or incurred on account of the alleged loss, theft, or destruction of such certificate(s) or the issuance of the Merger Consideration in respect of the Shares represented thereby.
6. The undersigned agrees that if the above-described certificate(s) are found or recovered, the undersigned will promptly surrender such certificate(s) to Trident Transfer Agency, Inc. for cancellation.
Note: The Transfer Agent may, in its sole discretion, require the holder to post a surety bond in a reasonable amount (typically not to exceed two percent (2%) of the aggregate Merger Consideration payable with respect to such certificate(s)) as a condition to the issuance of payment in respect of any lost, stolen, or destroyed certificate(s). Please contact Trident Transfer Agency, Inc. at the telephone number set forth in Section 10.6 for information regarding bonding requirements, fees, and procedures.
Signature: ________
Print Name: ________
Date: ________
State of: ____ County of: ____
Subscribed and sworn to before me this __ day of ____, 2025.
Notary Public: ________
My Commission Expires: ________
(Notary Seal)
SECTION 9: SIGNATURE PAGE
9.1 Signature block for Registered Holder(s)
IMPORTANT: This Letter of Transmittal must be signed by the registered holder(s) of the Shares EXACTLY as the name(s) appear on the stock certificate(s) or book-entry account records. If the Shares are registered in the names of two or more joint holders, ALL joint holders must sign this Letter of Transmittal. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, please indicate the capacity in which such person is signing and provide evidence of authority satisfactory to the Transfer Agent (such as a certified copy of letters testamentary, letters of administration, a trust agreement, a power of attorney, or a corporate resolution, as applicable).
Signature(s) of Registered Holder(s):
________________________________________
________________________________________
(If held jointly, all holders must sign)
Print Name(s):
________________________________________
________________________________________
Date: ________
Capacity (if signing in a representative capacity — e.g., executor, administrator, trustee, guardian, attorney-in-fact, corporate officer): ________
Daytime Telephone Number: ________
Email Address: ________
9.2 Medallion Signature Guarantee
A Medallion Signature Guarantee is REQUIRED if:
(i) payment of the Merger Consideration is to be made to a person other than the registered holder of the Shares;
(ii) Shares are registered in a name other than that of the person(s) signing this Letter of Transmittal;
(iii) payment is to be mailed to an address other than the last address of record of the registered holder(s); or
(iv) the Transfer Agent otherwise reasonably requires a Medallion Signature Guarantee.
Signature guarantees must be provided by an Eligible Institution that is a participant in a recognized Medallion Signature Guarantee Program, including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP). A NOTARIZED SIGNATURE IS NOT ACCEPTABLE AS A SUBSTITUTE FOR A MEDALLION SIGNATURE GUARANTEE.
MEDALLION SIGNATURE GUARANTEE (If Required — See Instructions Above)
Name of Eligible Institution: ________
Address of Eligible Institution: ________
________________________________________
Authorized Signature: ________
Title: ________
Date: ________
Medallion Stamp:
(Affix Medallion Stamp Here)
________________________________________
SECTION 10: GENERAL INSTRUCTIONS
10.1 Completion of Letter of Transmittal
Holders wishing to receive the Merger Consideration should complete this Letter of Transmittal in accordance with the following steps:
Step 1. Complete Section 1 by listing all Shares being surrendered, including the certificate number(s) (or book-entry account information) and the number of Shares represented by each certificate.
Step 2. Surrender stock certificate(s) to the Transfer Agent together with this Letter of Transmittal (see Section 2.1), or effect a book-entry transfer through DTC's ATOP system (see Section 2.2). If certificates are not immediately available, use the Guaranteed Delivery procedures described in Section 2.3.
Step 3. Complete Sections 4, 5, and 6 as applicable. If payment is to be made to someone other than the registered holder, or mailed to an address other than the registered address, complete Section 4. Read carefully and agree to the representations, warranties, and agreements in Section 5. Complete the Substitute Form W-9 in Section 6 (or provide the applicable IRS Form W-8 if you are a non-U.S. holder).
Step 4. Complete and sign the Substitute Form W-9 included in Section 6.2 (or provide the applicable IRS Form W-8 for non-U.S. holders) to avoid backup withholding.
Step 5. Sign Section 9 (the Signature Page). Ensure that signatures match the name(s) on the stock certificate(s) or book-entry records exactly.