tax liability may be greater than expected II we do not generate NOLs strewn to offset taxable income ' If you are a non.0 S investor, please read 'Material United States federal income tax consequences to nonU. S ~en' for a more complete discussion of the expected material Unit(' Steles federal income tax consequenc

on of the materiel United States federal 000rre tax consequences fret may be relevant to prospective investors who are non-U S holders, please read "Material United States federal income tax consequences to non-U.S. molders' At our request, the unclerwnters have reserved up to 5% oath& stores for sale at the need publ

nvestor (the "Investor Application"). -42- CONFIDENTIAL UBSTERRAMAR00003904 EFTA00239236 FOR EXISTING INVESTOR USE ONLY VL TAX ASPECTS Certain Material United States Federal Income Tax Considerations The following is a general summary of certain U.S. federal income tax considerations relating to an investment in

prospective Investor (the "Investor Application"). ML281817-MAXWELL -39- CONFIDENTIAL UBSTERRAMAR00002305 EFTA00237861 VI. TAX ASPECTS Certain Material United States Federal Income Tax Considerations To ensure compliance with requirements imposed by the IRS in Circular 230, you are hereby informed that any tax a

by each prospective Investor (the "Investor Application"). MAXWELL -39- CONFIDENTIAL UBSTERRAMAR00001252 EFTA00236898 VI. TAX ASPECTS Certain Material United States Federal Income Tax Considerations To ensure compliance with requirements imposed by the IRS in Circular 230, you are hereby informed that any tax a