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DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80
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<br />Form W-9 (Rev. 8-2013)
<br />Page
<br />In the cases below, the following person must give Form W-9 to t
<br />Updating Your Information
<br />for purposes of establishing its U.S. status and avoiding withho
<br />You must provide updated information to any person to whom you c
<br />allocable share of net income from the partnership conducting a
<br />an exempt payee if you are no longer an exempt payee and anticip
<br />in the United States:
<br />reportable payments in the future from this person. For example,
<br />¥ In the case of a disregarded entity with a U.S. owner, the U.S
<br />provide updated information if you are a C corporation that elec
<br />disregarded entity and not the entity,
<br />corporation, or if you no longer are tax exempt. In addition, yo
<br />¥ In the case of a grantor trust with a U.S. grantor or other U.
<br />Form W-9 if the name or TIN changes for the account, for example
<br />the U.S. grantor or other U.S. owner of the grantor trust and no
<br />of a grantor trust dies.
<br />¥ In the case of a U.S. trust (other than a grantor trust), the
<br />Penalties
<br />grantor trust) and not the beneficiaries of the trust.
<br />If you fail to furnish your correct TIN to arequester, you are
<br />If you are a foreign person or the U.S. branch of a foreign bank
<br />Failure to furnish TIN.
<br />Foreign person.
<br />subject to a penalty of $50 for each suchfailure unless your failure is due to
<br />that has elected to be treated as a U.S. person, do not use FormW-9. Instead, use
<br />
<br />
<br />reasonable cause and not towillful neglect.
<br />the appropriate Form W-8 or Form 8233 (see Publication515, Withholding of Tax
<br />
<br />
<br />on Nonresident Aliens and ForeignEntities).
<br />
<br />If you make a
<br />Civil penalty for false information with respect to withholding.
<br />Generally,only a nonresident
<br />Nonresident alien who becomes a resident alien.
<br />false statement with no reasonablebasis that results in no backup withholding,
<br />
<br />alien individual may use the terms of a taxtreaty to reduce or eliminate U.S. tax on
<br />
<br />you are subject to a$500 penalty.
<br />
<br />certain types of income.However, most tax treaties contain a provision known as
<br />
<br />Willfully falsifyingcertifications or
<br />Criminal penalty for falsifying information.
<br />aÅsaving clause.Æ Exceptions specified in the saving clause maypermit an
<br />
<br />affirmations may subject you to criminalpenalties including fines and/or
<br />
<br />exemption from tax to continue for certain types ofincome even after the payee
<br />
<br />imprisonment.
<br />has otherwise become a U.S.resident alien for tax purposes.
<br />
<br />If the requester discloses or uses TINs inviolation of federal law,
<br />Misuse of TINs.
<br />If you are a U.S. resident alien who is relying on an exception
<br />the requester may be subject to civil andcriminal penalties.
<br />
<br />saving clause of a tax treaty to claim an exemption from U.S. ta
<br />of income, you must attach a statement to Form W-9 that specifie
<br />Specific Instructions
<br />five items:
<br />1. The treaty country. Generally, this must be the same treaty u
<br />Name
<br />claimed exemption from tax as a nonresident alien.
<br />2. The treaty article addressing the income.
<br />If you are an individual, you must generally enter the name show
<br />tax return. However, if you have changed your last name, for ins
<br />3. The article number (or location) in the tax treaty that conta
<br />marriage without informing the Social Security Administration of
<br />clause and its exceptions.
<br />enter your first name, the last name shown on your social securi
<br />4. The type and amount of income that qualifies for the exemptio
<br />new last name.
<br />5. Sufficient facts to justify the exemption from tax under the
<br />If the account is in joint names, list first, and then circle, t
<br />article.
<br />or entity whose number you entered in Part I of the form.
<br />Article 20 of the U.S.-China income tax treaty allowsan exemption
<br />Example.
<br />Enter your individual name as shown on yourincome tax return
<br />Sole proprietor.
<br />from tax for scholarship income received by aChinese student temporarily present
<br />
<br />on the ÅNameÆ line. You may enter yourbusiness, trade, or Ådoing business as
<br />
<br />in the United States. UnderU.S. law, this student will become a resident alien for
<br />
<br />(DBA)Æ name on theÅBusiness name/disregarded entity nameÆ line.
<br />
<br />taxpurposes if his or her stay in the United States exceeds 5calendar years.
<br />
<br /> Enter the entity's name on the
<br />Partnership, C Corporation, or S Corporation.
<br />However, paragraph 2 of the first Protocol to theU.S.-China treaty (dated April 30,
<br />
<br />ÅNameÆ line and any business, trade, or Ådoing business as (DBA)
<br />1984) allows the provisions ofArticle 20 to continue to apply even after the
<br />
<br />ÅBusiness name/disregarded entity nameÆ line.
<br />Chinese studentbecomes a resident alien of the United States. A Chinesestudent
<br />
<br />who qualifies for this exception (under paragraph 2 ofthe first protocol) and is
<br />
<br />For U.S. federal tax purposes, an entity that is disregarded as
<br />Disregarded entity.
<br />relying on this exception to claim anexemption from tax on his or her scholarship
<br />
<br />an entity separate from its owner is treated as a Ådisregarded e
<br />or fellowshipincome would attach to Form W-9 a statement that includes the
<br />
<br />Regulation section 301.7701-2(c)(2)(iii). Enter the owner's name
<br />information described above to support that exemption.
<br />line. The name of the entity entered on the ÅNameÆ line should n
<br />disregarded entity. The name on the ÅNameÆ line must be the name
<br />If you are a nonresident alien or a foreign entity, give the req
<br />income tax return on which the income should be reported. For ex
<br />appropriate completed Form W-8 or Form 8233.
<br />foreign LLC that is treated as a disregarded entity for U.S. fed
<br />Persons making certain paymentsto you must
<br />What is backup withholding?
<br />has a single owner that is a U.S. person, the U.S. owner's name
<br />under certain conditions withhold and pay to theIRS a percentage of such
<br />
<br />provided on the ÅNameÆ line. If the direct owner of the entity i
<br />payments. This is called Åbackup withholding.Æ Payments that may be subject to
<br />
<br />entity, enter the first owner that is not disregarded for federa
<br />backup withholding includeinterest, tax-exempt interest, dividends, broker and
<br />
<br />the disregarded entity's name on the ÅBusiness name/disregarded
<br />barterexchange transactions, rents, royalties, nonemployee pay, paymen
<br />
<br />line. If the owner of the disregarded entity is a foreign person
<br />in settlement of payment card and third party network transactiocertain
<br />
<br />complete an appropriate Form W-8 instead of a Form W-9. This is
<br />payments from fishing boat operators. Real estatetransactions are not subject to
<br />
<br />the foreign person has a U.S. TIN.
<br />backup withholding.
<br />Check the appropriate box for the U.S. federal tax classificatio
<br />Note.
<br />You will not be subject to backup withholding on payments you re
<br />person whose name is entered on the ÅNameÆ line (Individual/sole
<br />give the requester your correct TIN, make the proper certificati
<br />Partnership, C Corporation, S Corporation, Trust/estate).
<br />your taxable interest and dividends on your tax return.
<br />If the person identified on the ÅNameÆ line is an
<br />Limited Liability Company (LLC).
<br />Payments you receive will be subject to backup
<br />LLC, check the ÅLimited liability companyÆ box only and enter th
<br />code for the U.S. federal tax classification in the space provid
<br />withholding if:
<br />that is treated as a partnership for U.S. federal tax purposes,
<br />1. You do not furnish your TIN to the requester,
<br />partnership. If you are an LLC that has filed a Form 8832 or a F
<br />taxed as a corporation, enter ÅCÆ for C corporation or ÅSÆ for S
<br />2. You do not certify your TIN when required (see the Part II in
<br />appropriate. If you are an LLC that is disregarded as an entity
<br />3 for details),
<br />owner under Regulation section 301.7701-3 (except for employment
<br />3. The IRS tells the requester that you furnished an incorrect T
<br />tax), do not check the LLC box unless the owner of the LLC (requ
<br />4. The IRS tells you that you are subject to backup withholding
<br />identified on the ÅNameÆ line) is another LLC that is not disreg
<br />not report all your interest and dividends on your tax return (f
<br />federal tax purposes. If the LLC is disregarded as an entity sep
<br />and dividends only), or
<br />owner, enter the appropriate tax classification of the owner ide
<br />ÅNameÆ line.
<br />5. You do not certify to the requester that you are not subject
<br />withholding under 4 above (for reportable interest and dividend
<br />Enter your business name as shown on required U.S. federal tax
<br />Other entities.
<br />after 1983 only).
<br />documents on the ÅNameÆ line. This name should match the name sh
<br />charter or other legal document creating the entity. You may ent
<br />Certain payees and payments are exempt from backup withholding.
<br />Exempt
<br />trade, or DBA name on the ÅBusiness name/disregarded entity name
<br /> on page 3 and the separate Instructions for the Requester of Fo
<br />payee code
<br />W-9 for more information.
<br />Exemptions
<br />Also see on page 1.
<br />Special rules for partnerships
<br />If you are exempt from backup withholding and/or FATCA reporting
<br />The Foreign Account Tax Compliance Act (FATCA)
<br />What is FATCA reporting?
<br /> box, any code(s) that may apply to you. See and
<br />ExemptionsExempt payee code
<br />requires a participating foreign financial institution to report
<br /> on page 3.
<br />Exemption from FATCA reporting code
<br />account holders that are specified United States persons. Certai
<br />exempt from FATCA reporting. See on
<br />Exemption from FATCA reporting code
<br />page 3 and the Instructions for the Requester of Form W-9 for mo
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