Form S-1 'fable of Contents CERTAIN UNITED STATES FEDERAL INCOME AM) ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS The following is a summary of certain United States federal income and estate tax consequences to a non-U.S. Holder (as defined below) of the purchase, ownership and disposition of our common stock as of the date hereof. Except where noted, this summary deals only with common stock that is held as capital asset. A "non-U.S. Holder means a person (other than a partnership) that is not for United States federal income tax purposes any of the following: • an individual citizen or resident of the United States; • a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia; • an estate, the income of which is subject to United States federal income taxation regardless of its source; and • a trust, if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in °Rim under applicable United States Treasury regulations to be treated as a U.S. person. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or Code. and regulations. rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxius and does not deal with foreign, slate, local or other tax considerations that may be relevant to non-U.S. Holders in light of their personal circumstances, including the impact of the alternative minimum tax and the Medicare contribution tax on net investment income.