BEYOND COM CORP
S-4, EX-99.1, 2000-07-03
PREPACKAGED SOFTWARE
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<PAGE>   1

                                                                    EXHIBIT 99.1

                             LETTER OF TRANSMITTAL
                           OFFER FOR ALL OUTSTANDING
           7 1/4% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
                              IN EXCHANGE FOR THE
          10 7/8% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
                         WHICH WILL BE REGISTERED UNDER
                          THE SECURITIES ACT OF 1933,
                          AS AMENDED, PRIOR TO CLOSING
                                       OF

                             BEYOND.COM CORPORATION

      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME,
ON JULY           , 2000 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
  WITHDRAWN PRIOR TO 5:00 P.M., EASTERN DAYLIGHT TIME, ON THE EXPIRATION DATE

                                  Delivery To:

                             LASALLE NATIONAL BANK
                                 EXCHANGE AGENT

<TABLE>
<S>                                                 <C>
         By Registered & Certified Mail:                  By Regular Mail or Overnight Courier:
         135 South LaSalle St. Suite 1960                    135 South LaSalle St. Suite 1960
                Chicago, IL 60603                                   Chicago, IL 60603
</TABLE>

                            In Person by Hand Only:

                        135 South LaSalle St. Suite 1960
                               Chicago, IL 60603

                             For Information Call:

                                 (312) 904-5619

          By Facsimile Transmission (for Eligible Institutions only):

                     Attention: Corporate Trust Operations
                              Confirm by Telephone

                                 (312) 904-5619

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

     The undersigned acknowledges that he or she has received and reviewed the
Preliminary Prospectus, dated June 3, 2000 (the "Prospectus"), of Beyond.com
Corporation, a Delaware Corporation (the "Company"), and this Letter of
Transmittal (the "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to $42.17
million of the Company's 10 7/8% Convertible Subordinated Notes due December 1,
2003 (the "Exchange Notes"), for an aggregate principal amount of up to $63.25
of the Company's issued and outstanding 7 1/4% Convertible Subordinated Notes
due December 1, 2003 (the "Existing Notes") from the registered holders thereof
(the "Holders").

     For each Existing Note in principle amount of $3,000 accepted for exchange,
the Holder of such Existing Note will receive an Exchange Note having a
principal amount of $2,000. The Exchange Notes will bear interest from the date
of issuance. Accordingly, Holders of Exchange Notes on the relevant record date
for the first interest payment date following the consummation of the Exchange
Offer will receive interest accruing from the date of issuance.

     This Letter is to be completed by a Holder of Existing Notes and tender of
Existing Notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange
Offer -- Procedures for tendering existing
<PAGE>   2

notes" section of the Prospectus. Holders of Existing Notes who are unable to
deliver confirmation of the book-entry tender of their Existing Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Existing Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed delivery procedures" section of the Prospectus. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
<PAGE>   3

     The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.

     List below the Existing Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Existing Notes should be listed and attached on a separate signed schedule.

<TABLE>
<S>                                                      <C>                           <C>
------------------------------------------------------------------------------------------------------------------------------
             DESCRIPTION OF EXISTING NOTES                            1                                   2
------------------------------------------------------------------------------------------------------------------------------
                                                                  AGGREGATE
    NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)            PRINCIPAL AMOUNT                   PRINCIPAL AMOUNT
              (PLEASE FILL IN, IF BLANK)                     OF EXISTING NOTE(S)                      TENDERED*
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
                                                                    TOTAL
------------------------------------------------------------------------------------------------------------------------------

 * Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Existing Notes represented
   by the Existing Notes indicated in column 2. See Instruction 2. Existing Notes tendered hereby must be in denominations of
   principal amount of $3,000 and any integral multiple thereof. See Instruction 1.
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ]  CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number ____________________ Transaction Code Number

[ ]  CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
     COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

For Book-Entry Transfer, Complete the Following:

Account Number Transaction Code Number
<PAGE>   4

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>   5

     Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Existing Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Existing Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Existing Notes as are being tendered hereby.

     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Existing Notes, with full power of substitution, among
other things, to cause the Existing Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Existing
Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered
Existing Notes, and that, when the same are accepted for exchange, the Company
will acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim when
the same are accepted by the Company.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Existing Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal rights" section of the Prospectus.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please credit the account indicated above maintained at the
Book-Entry Transfer Facility.

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF EXISTING
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
EXISTING NOTES AS SET FORTH IN SUCH BOX ABOVE.
<PAGE>   6

                          SPECIAL ISSUANCE INSTRUCTION
                           (SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if Exchange Notes or Existing Notes not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.

Issue: Exchange Notes and/or unexchanged Existing Notes to:

                                    Name(s)
                             (PLEASE TYPE OR PRINT)

                             (PLEASE TYPE OR PRINT)

ADDRESS

                                                              (ZIP CODE)

                         (COMPLETE SUBSTITUTE FORM W-9)

[ ] CREDIT EXCHANGED NOTES AND/OR UNEXCHANGED EXISTING NOTES DELIVERED BY
    BOOK-ENTRY TRANSFER TO THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT SET FORTH
    BELOW.

           (BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER, IF APPLICABLE)

     IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF, OR AN ELECTRONIC CONFIRMATION
PURSUANT TO THE DEPOSITORY TRUST COMPANY'S ATOP SYSTEM (TOGETHER WITH A BOOK-
ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., EASTERN
DAYLIGHT TIME, ON THE EXPIRATION DATE.
<PAGE>   7

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

<TABLE>
<S>                                                       <C>
                                       PLEASE SIGN HERE
                          (TO BE COMPLETED BY ALL TENDERING HOLDERS)
                       (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

x                                                                        , 2000
x                                                                        , 2000
(SIGNATURE(S) OF OWNER)                                                  (DATE)
Area Code and Telephone Number:
</TABLE>

   If a Holder is tendering any Existing Notes, this Letter must be signed by
   the registered Holder(s) as the name(s) appear(s) on the certificate(s)
   for the Existing Notes or by any person(s) authorized to become registered
   Holder(s) by endorsements and documents transmitted herewith. If signature
   is by a trustee, executor, administrator, guardian, officer or other
   person acting in a fiduciary or representative capacity, please set forth
   full title. See Instruction 3.
   Name(s):
                             (PLEASE TYPE OR PRINT)

   Capacity:

   Address:

   --------------------------------------------------------------------------

   --------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

                              SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)
   Signature(s) Guaranteed by
   an Eligible Institution:
                             (AUTHORIZED SIGNATURE)

                                    (TITLE)

                                (NAME AND FIRM)

   Dated:, 2000
<PAGE>   8

                                  INSTRUCTIONS

     FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE
           7 1/4% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
                                       OF

                             BEYOND.COM CORPORATION
                              IN EXCHANGE FOR THE

          10 7/8% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
                                       OF

                             BEYOND.COM CORPORATION
                         WHICH WILL BE REGISTERED UNDER
                          THE SECURITIES ACT OF 1933,
                          AS AMENDED, PRIOR TO CLOSING

1. DELIVERY OF THIS LETTER; GUARANTEED DELIVERY PROCEDURES.

     This Letter, or an electronic confirmation pursuant to the Depository Trust
Company's ATOP system, is to be completed by Holders of Existing Notes for
tenders that are made pursuant to the procedures for delivery by book-entry
transfer set forth in "The Exchange Offer -- Procedures for tendering existing
notes" section of the Prospectus. Book-Entry Confirmation as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof), or an
electronic confirmation pursuant to the Depository Trust Company's ATOP system,
and any other required documents, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below.
Existing Notes tendered hereby must be in denominations of principal amount of
$3,000 and any integral multiple thereof.

     Holders who cannot complete the procedure for book-entry transfer on a
timely basis or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date may tender their Existing Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed delivery procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution,
(ii) prior to 5:00 P.M., Eastern Daylight Time, on the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter (or a facsimile thereof), or an electronic confirmation
pursuant to the Depository Trust Company's ATOP system, and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery), setting forth the name and address of the
Holder of Existing Notes and the amount of Existing Notes tendered, stating that
the tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the Expiration Date a Book-Entry
Confirmation and any other documents requested by this Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry
Confirmation and all other documents required by this Letter, must be received
by the Exchange Agent within three NYSE trading days after the Expiration Date.

     The delivery of the Existing Notes and all other required documents will be
deemed made only when confirmed by the Exchange Agent.

     See "The Exchange Offer" section of the Prospectus.

2. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.

     If this Letter is signed by the registered Holder of the Existing Notes
tendered hereby, the signature must correspond exactly with the name as it
appears on a security position listing as the Holder of such Existing Notes in
the Book-Entry Transfer Facility System without any change whatsoever.
<PAGE>   9

     If any tendered Existing Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.

     If any tendered Existing Notes are registered in different names, it will
be necessary to complete, sign and submit as many separate copies of this Letter
as there are different registrations.

     When this Letter is signed by the registered Holder or Holders of the
Existing Notes specified herein and tendered hereby, no separate bond powers are
required. If, however, the Exchange Notes are to be issued to a person other
than the registered Holder, then separate bond powers are required.

     If this Letter or any bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be submitted.

     Signatures on bond powers required by this Instruction 3 must be guaranteed
by a firm which is a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program (each an "Eligible
Institution").

     Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Existing Notes are tendered: (i) by a registered
Holder of Existing Notes (including any participant in the Book-Entry Transfer
Facility system whose name appears on a security position listing as the Holder
of such Existing Notes) who has not completed the box entitled "Special Issuance
Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.

3. SPECIAL ISSUANCE INSTRUCTIONS.

     Holders tendering Existing Notes by book-entry transfer may request that
Existing Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such Holder may designate hereon. If no such
instructions are given, such Existing Notes not exchanged will be credited to
the proper account maintained at The Depository Trust Company.

     In the case of issuance in a different name, the employer identification or
social security number of the person named must also be indicated.

4. TAXPAYER IDENTIFICATION NUMBER.

     Federal income tax law generally requires that a tendering Holder whose
Existing Notes are accepted for exchange must provide the Company (as payor)
with such Holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, which in the case of a tendering Holder who is an individual, is
his or her social security number. If the Company is not provided with the
current TIN or an adequate basis for an exemption from backup withholding, such
tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, the Exchange Agent may be required to withhold 31% of the
amount of any reportable payments made after the exchange to such tendering
Holder of Exchange Notes. If withholding results in an overpayment of taxes, a
refund may obtained.

     Exempt Holders of Existing Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

     To prevent backup withholding, each tendering Holder of Existing Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying, under penalties of perjury, that the TIN provided is correct, (or
that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to backup
withholding. If the
<PAGE>   10

tendering Holder of Existing Notes is a nonresident alien or foreign entity not
subject to backup withholding, such Holder must give the Exchange Agent a
completed Form W-8, Certificate of Foreign Status. These forms may be obtained
from the Exchange Agent. If the Existing Notes are in more than one name or are
not in the name of the actual owner, such Holder should consult the W-9
Guidelines for information on which TIN to report. If such Holder does not have
a TIN, such Holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking this box and writing "applied
for" on the form means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If the box in Part 2 of
the Substitute Form W-9 is checked, the Exchange Agent will retain 31% of
reportable payments made to a Holder during the sixty (60) day period following
the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent
with his or her TIN within sixty (60) days of the date of the Substitute Form
W-9, the Exchange Agent will remit such amounts retained during such sixty (60)
day period to such Holder and no further amounts will be retained or withheld
from payments made to the Holder thereafter. If, however, such Holder does not
provide its TIN to the Exchange Agent within such sixty (60) day period, the
Exchange Agent will remit such previously withheld amounts to the Internal
Revenue Service as backup withholding and will withhold 31% of all reportable
payments to the Holder thereafter until such Holder furnishes its TIN to the
Exchange Agent.

5. TRANSFER TAXES.

     The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Existing Notes not exchanged are to be
registered or issued in the name of, any person other than the registered Holder
of the Existing Notes tendered hereby, or if tendered Existing Notes are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of
Existing Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered Holder or
any other persons) will be payable by the tendering Holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering Holder.

6. WAIVER OF CONDITIONS.

     The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.

7. NO CONDITIONAL TENDERS.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Existing
Notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Existing Notes nor shall any of them incur any liability for failure to give any
such notice.

8. WITHDRAWAL RIGHTS.

     Tenders of Existing Notes may be withdrawn at any time prior to 5:00 P.M.,
Eastern Daylight Time, on the Expiration Date.

     For a withdrawal of a tender of Existing Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 P.M., Eastern Daylight Time, on the Expiration Date.
Any such notice of withdrawal must (i) specify the name of the person having
tendered the Existing Notes to be withdrawn (the "Depositor"), (ii) specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Existing Notes and otherwise comply with the
procedures of such facility, (iii) contain a statement that such Holder is
withdrawing his election to have
<PAGE>   11

such Existing Notes exchanged, (iv) be signed by the Holder in the same manner
as the original signature on the Letter by which such Existing Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Existing Notes
register the transfer of such Existing Notes in the name of the person
withdrawing the tender and (v) specify the name in which such Existing Notes are
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Existing Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Existing Notes so withdrawn
are validly retendered. Any Existing Notes that have been tendered for exchange
but which are not exchanged for any reason will be credited into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures set forth in "The Exchange Offer -- Procedures for tendering
existing notes" section of the Prospectus, such Existing Notes will be credited
to an account maintained with the Book-Entry Transfer Facility for the Existing
Notes as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Existing Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 P.M., Eastern Daylight Time, on the Expiration Date.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

     Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the Exchange
Agent, at the address and telephone number indicated above.
<PAGE>   12

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)

                       PAYOR'S NAME: ____________________
--------------------------------------------------------------------------------

<TABLE>
<S>                                <C>                                       <C>
                                   PART 1 -- PLEASE PROVIDE YOUR TIN IN
                                             THE BOX AT RIGHT AND CERTIFY                     TIN:
                                   BY SIGNING AND DATING BELOW.                     Social Security Number or
                                                                                 Employer Identification Number
                                   ---------------------------------------------------------------------------------
                                   PART 2 -- TIN Applied For [ ]
                                   ---------------------------------------------------------------------------------
                                   CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:

                                   (1) the number shown on this form is my correct TIN (or I am waiting for a number
                                   to be issued to me).
                                   (2) I am not subject to backup withholding either because:
                                   (a) I am exempt from backup withholding, or
                                   (b) I have not been notified by the Internal Revenue Service (the "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,
                                   and
                                   (3) any other information provided on this form is true and correct.

                                   SIGNATURE  DATE ____________________
--------------------------------------------------------------------------------------------------------------------
    You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject
to backup withholding because of underreporting of interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding.
</TABLE>

--------------------------------------------------------------------------------

 SUBSTITUTE

 FORM W-9

 Department of the Treasury

 Internal Revenue Service

 Payor's Request for

 Taxpayer Identification Number

 ("TIN") and Certification

       YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX

                        IN PART 2 OF SUBSTITUTE FORM W-9

--------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>
                   CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify under penalties of perjury that a taxpayer identification number has not been
issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service Center or Social Security
Administrative Office or (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be withheld until
I provide the number.

SIGNATURE                                                     DATE
</TABLE>

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