Extract to table

The Letter of Transmittal must incorporate a substitute Form W-9 or require submission of a separate Form W-9, and the paying agent, Cascade Corporate Services Inc

("Cascade"), must be instructed to apply backup withholding to any stockholder who does not furnish the required certification

Statutory Framework Section 1445(a) of the Code provides that a transferee of a USRPI must deduct and withhold a tax equal to 15% of the "amount realized" on the disposition

If the target is a USRPHC, the target's stock constitutes a USRPI, and the transferee (here, the paying agent acting on behalf of Fund VI) is required to withhold 15% of the amount realized from payments to foreign stockholders under Section 1445(a)

The mechanism for certifying a correct TIN and exemption from backup withholding is IRS Form W-9 (Request for Taxpayer Identification Number and Certification), which must be furnished by each US person payee to the payor

Application to the Merger In the context of the Merger, each stockholder who tenders shares of Cloudium common stock through the Letter of Transmittal (Exhibit D to the Merger Agreement) in exchange for the per-share Merger Consideration must furnish a completed, signed IRS Form W-9 to Cascade in order to avoid backup withholding