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DocuSign Envelope ID: CB479571-74E84DCC-8F07-F71 D3249C902
<br />Forth W-9 (Rev. 10-2018)
<br />By signing the filled -out form, you:
<br />1. Certify that the TIN you are giving Is correct (or you are waiting for a
<br />number to be Issued),
<br />2. Cerny that you are not subject to backup withholding, or
<br />3. Claim exemption from backup withholding If you are a U.S. exempt
<br />payee. If applicable, you are also certifying that as a U.S. person, your
<br />allocable share of any partnership Income from a U.S. trade or business
<br />Is not subject to the withholding tax on foreign partners' share of
<br />effectively connected Income, and
<br />4. Cerny that FATCA code(s) entered on this form (If any) Indicating
<br />that you are exempt from the FATCA reporting, Is correct. See What Is
<br />FATCA reporting, later, for further Information.
<br />Note: If you are a U.S. person and a requester gives you a forth other
<br />than Form W-9 to request your TIN, you must use the requesters form If
<br />It is substantially similar to this Form W-9.
<br />Definition of a U.S. person. Forfedeml tax purposes, you are
<br />considered a.U.S. person If you are:
<br />• An Individual who is a U.S. citizen or U.S. resident alien;
<br />• A partnership, corporation, company, or assodation created or
<br />organized In the United States or under the laws of the United States;
<br />• An estate (other than a foreign estate); or
<br />• A domestic trust (as defined In Regulations section 301.7701-4
<br />Special rules for partnerships. Partnerships that conduct a trade or
<br />business in the United Stales are generally required to pay a withholding
<br />tax under section 1446 on any foreign partners' share of effectively
<br />connected taxable Income from such business. Further, In certain cases
<br />where a Form W-9 has not been received, the rules under section 1446
<br />require a partnership to presume that a partner Is a foreign person, and
<br />pay the section 1446 withholding tax. Therefore, if you are a U.S, person
<br />that Is a partner In a partnership conducting a trade or business In the
<br />United States, provide Form W-9 to the partnership to establish your
<br />U.S. status and avoid section 1446 withholding on your shareof
<br />partnership Income.
<br />In the.cases below, the following person must give Form W-9 to the
<br />partnership for purposes of establishing Its U.S. status and avoiding
<br />withholdlhg on Its allocableshare of net Income from the partnership
<br />conducting a trade or business In the United Stales.
<br />• In the,case of a disregarded entity whh a U.S. owner, the U.S. owner
<br />of the disregarded entity and not the entity;
<br />• In the case of a grantor trust with a U.S. grantor or other U.S, owner,
<br />generally, the U.S, grantor or other U.S. owner of the grantor trust and
<br />not the trust; and
<br />• In the case of a U.S, trust (otherthan a grantor trust), the U.S. trust
<br />(otherthan a grantor trust) and not the beneficiaries of the trust.
<br />Foreign person. If you are a foreign person or the U.S. branch of a
<br />foreign bank that has elected to be treated as a U.S, person, do not use
<br />Form W-9. Instead, use the appropriate Form W-8 or Forth 8233 (see
<br />Pub, 616, Withholding of Tax on Nonresident Aliens and Foreign
<br />Entities).
<br />Nonresident alien who becomes a resident alien. Generally, only a
<br />nonresident alien Individual may use the terms of a tax treaty to reduce
<br />or eliminato U,S. tax on certain types of Income. However, most tax
<br />treaties contain a provision known as a "saving clause." Exceptions
<br />specified In the saving clause may permit an exemption from tax to
<br />continue for certain types of Income even after the payee has otherwise
<br />become a U.S. resident allen for tax purposes.
<br />If you area U.S, resident alien who is relyingg on an exception
<br />contained In the saving clause of a tax .treaty to claim an exemption
<br />from U.S, tax on certain types of Income, you must attach a statement
<br />to Farm W-9 that specifies the following five Items.
<br />1. The treaty country. Generally, this must be the some treaty under
<br />which you claimed exemption from tax as a nonresident alien.
<br />2. The treaty article addressing the Income,
<br />3, The article number (or location) In the lax treaty that contains the
<br />saving clause and Its exceptions,
<br />4, The type and amount of Income that qualifies for the exemption
<br />from tax.
<br />5. Sufficient faces to justly the exemption from tax under the terms of
<br />the treaty article.
<br />Example. Article 20 of the U.S.-China Income tax treaty allows an
<br />exemption from lax for scholarship Income received by a Chinese
<br />student temporarily present In the United States. Under U.B. law, this
<br />student will become a resident allen for tax purposes if his or her stay In
<br />the United States exceeds 5 calendar years. However, paragraph 2 of
<br />the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows
<br />the provisions of Article 20 to continue to apply even after the Chinese
<br />student becomes a resident allen of the United States. A Chinese
<br />student who quallfes for this exception (under, paragraph 2 of the first
<br />protocol) and Is relying on this exception to claim an exemption from tax
<br />on his or her scholarship or fellowship Income would attach to Form
<br />W-9 a statement that Includes the Information described above to
<br />support that exemption.
<br />If you are a nonresident alien or a foreign entity, give the requester the
<br />appropriate completed Form W-8 or Form 8233,
<br />Backup Withholding
<br />What Is backup withholding? Persons making certain payments to you
<br />must under certain conditions withhold and pay to the IRS 24% of such
<br />payments. This Is called "backup withholding" Payments that maybe
<br />subject to backup wlthhoiding Include Interest, tax-exempt Interest,
<br />dividends, broker and barter exchange transactions, rents, royalties,
<br />nonemployee pay, payments made In settlement of payment card and
<br />third party network transactions, and certain payments from fishing boat
<br />operators. Real estate transactions are not subject to backup
<br />withholding.
<br />You will not be subject to backup withholding on payments you
<br />receive If you give the requester your correct TIN, make the proper
<br />certifications, and report all your taxable Interest and dividends on your
<br />tax return.
<br />Payments you resolve will he subject to backup withholding If:
<br />1. You do not furnish your TIN to the requester,
<br />2. You do not certify your TIN when required (see the Instructions for
<br />Part II for details),
<br />3, The IRS tells the requester that you fumished an Incorrect TIN,
<br />4. The IRS tells you that you are subject to backup Withholding
<br />because you did not report all your Interest and dividends on your tax
<br />return (for reportable Interest and dividends only), or
<br />5, You do not certify to the requester that you are not subject to
<br />backup withholding under 4 above (for reportable Interest and dividend
<br />accounts opened after 1983 only),
<br />Certain payees and payments are exempt from backup Wthholding.
<br />See Exempt payee code, later, and the separate Instructions for the
<br />Requester of Form W-9 for more information.
<br />Also see Special rules for partnerships, earlier.
<br />What is FATCA Reporting?
<br />The Foreign Account Tax Compliance Act (FATCA) requires a
<br />participating foreign Mendel Institution to report all United States
<br />account holders that are specified United States persons. Certain
<br />payees are exempt from FATCA reporting. See Exemption from FATCA
<br />reporting code, later, and the Instructions for the Requester of Form
<br />W-9 for more Information.
<br />Updating Your Information
<br />You must provide updated Information to any person to whom you
<br />claimed to be an exempt payee If you are no longer an exempt payee
<br />and anticipate receiving reportable payments In the future from this
<br />person. For example, you may need to provide updated Information If
<br />you are a C corporation that elects to be an S corporation, or if you no
<br />longer are tax exempt. In addition, you must furnish a new Form W-9 If
<br />the name or TIN changes for the account; for example, If the grantor of a
<br />grantor trust dies.
<br />Penalties
<br />Failure to furnish TIN. It you fall to furnish your correct TIN to a
<br />requester, you are subject to a penalty of $50 for each such failure
<br />unless your failure Is due to reasonable cause and not to willful neglect.
<br />Civil penalty for false Information with respect to withholding. If you
<br />make a false statement with no reasonable basis that results in no
<br />backup withholding, you are subject to a $500 penalty.
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