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persons that hold Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares or Pre-FundedExchange Warrants as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment;
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holders subject to special accounting rules;
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S corporations (and shareholders thereof);
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partnerships or other entities treated as partnerships for U.S. federal income tax purposes (and partners or other owners thereof); and
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U.S. holders that hold Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares or Pre- Funded Exchange Warrants in connection with a trade or business, permanent establishment or fixed base outside the United States.
If an entity or arrangement taxable as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares, or Pre-Funded Exchange Warrants, the U.S. federal income tax treatment of such entity (or arrangement) and the partners (or other owners) of such entity generally will depend on the status of the partners, the activities of the entity and certain determinations made at the partner level. This summary does not address the tax consequences to any such owner. Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership, and disposition of Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares or Pre-Funded Exchange Warrants.
For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares, or Pre-Funded Exchange Warrants that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust, if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.
A “non-U.S. holder” is a beneficial owner of our Offered Shares, Pre-Funded Warrants, Common Warrants, Warrant Shares, or Pre-Funded Exchange Warrant that is neither a U.S. holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT, AND IS NOT INTENDED TO BE, LEGAL OR TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS OF ACQUIRING, HOLDING AND DISPOSING OF OUR OFFERED SHARES, PRE-FUNDED WARRANTS, COMMON WARRANTS WARRANT SHARES OR PRE-FUNDED EXCHANGE WARRANTS.
U.S. Federal Income Tax Consequences of the Acquisition of Securities
For U.S. federal income tax purposes, the acquisition by a U.S. holder or a non-U.S. holder of an Offered Share and accompanying Common Warrants offered hereby will be treated as the acquisition of one Offered Share, one Tranche A Warrant and one Tranche B Warrant. The purchase price will be allocated among these three components in proportion to their relative fair market values at the time the securities are purchased by the U.S. holder or non-U.S. holder. This allocation of the purchase price will establish a U.S. holder’s or non-U.S. holder’s initial tax basis for U.S. federal income tax purposes in the one Offered Share, one Tranche A Warrant, and the one Tranche B Warrant.