; MORTGAGE BROKER TO MORTGAGE BROKER AGREEMENT
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MORTGAGE BROKER TO MORTGAGE BROKER AGREEMENT

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  • pg 1
									              MORTGAGE BROKER TO MORTGAGE BROKER AGREEMENT

     This Mortgage Broker to Mortgage Broker Agreement (“Agreement”), is made and entered into
     ____________________, 2009, by and between:

              (1) Pyramid Capital Investment Corp., a Delaware corporation, which is a licensed California
     Department of Real Estate Broker (#01303140), and Department of Corporations State of California License
     Lender and Broker (#603C743), whose business address is 4500 Campus Dr. #410, Newport Beach, CA 92660
     (“PCI”), and

               (2) _________________________________________, a ___________________, which is a licensed
     Broker in the state of____________, under _________________________[type of] license (#____________),
     whose business address is _______________________________________________("Broker", including its'
     affiliated companies, agents, and assigns).

         Whereas, Broker originates a wide variety of Mortgage Applications ("Applications") from prospective
     persons and entities that may wish to borrow money secured by real property ("Borrowers").

        Whereas, from time to time, Broker may determine to refer Applications to PCI, so that PCI may determine
     whether to independently process and submit the Application to Lender(s)/Investor(s) in order to obtain Loan
     Commitment(s).

         Whereas, the purpose of this Agreement is to serve as a master agreement governing all Application
     referrals, which Broker makes to PCI.

     NOW, THEREFORE, the parties agree as follows:

1.   Loan Application Referrals. Broker may refer to PCI, and PCI will consider, Applications originated by
     Broker from Borrowers seeking mortgage loans. Concurrent with Broker’s referral of an Application package to
     PCI, Broker shall notify Borrower that the Borrower’s Application package has been referred to PCI. If at any
     time Broker refers or submits Borrower’s Application to any other Lender(s) / Investor(s) / Mortgage Broker(s),
     whether made prior to, concurrently, or after the Application is referred to PCI, Broker must immediately notify
     PCI in writing, and Broker’s failure to provide such notice, may be cause for termination of Broker’s
     relationship with PCI at PCI’s discretion. PCI shall be free to obtain Applications packages from other brokers
     or sources without restrictions.

2.    Contents of Applications. Applications referred by Broker shall consist at a minimum of a completed loan
     Application, Borrower authorization form, credit report, income and asset documentation, property comparables
     and Fannie Mae 3.2 file. It shall be Broker’s duty to perform due diligence on all Borrower(s) information
     submitted to PCI to ensure that to the best of Broker’s knowledge, Borrower’s information is accurate and not
     fraudulent. Broker shall be solely responsible for all costs of its origination effort and the charges it incurs for
     credit report, loan officer compensation, marketing and other costs. PCI shall verify accuracy of all information
     provided by Broker and Borrower(s) on the Application package. PCI shall perform quality control audits on
     each Application Package referred to PCI. Broker agrees PCI shall have full authority to contact Borrower(s)
     directly or indirectly, as PCI deems necessary, for any purpose to help obtain loan approval/commitment. PCI
     agrees to inform Broker of the compilation of required documentation from borrower, product, pricing and
     terms, Broker agrees to fully cooperate and assist PCI in gathering of documentation needed to fund loan.

3.    Compliance with RESPA. PCI and Broker shall each provide Good Faith Estimates containing disclosures of
     the fees anticipated by PCI and Broker. Each Application referral to PCI shall constitute a representation and
     warranty that Broker has performed sufficient services to qualify for compensation under the safe harbor
     provisions of the Real Estate Settlement Procedures Act (RESPA), including Broker’s taking of the Application
     and providing at least five out of the following thirteen service categories which qualify Broker under RESPA
     to be entitled to receive a portion of the compensation payable by Borrower and/or Lender to PCI:

         A. Initiating/ordering VOE’s (verification of employment) and VOD’s (verifications of Deposits);
         B. Initiating/ordering requests for mortgage and other loan verifications;
         C. Initiating/ordering appraisals;
         D. Initiating/ordering inspections or engineering reports;
         E. Providing disclosures (truth-in-lending, good faith estimate, others) to the Borrower;
         F. Ordering legal documents;
         G. Determining whether the property was located in a flood zone or ordering such service;
         H. Analyzing the Applicant’s income and debt and pre-qualifying the Applicant to determine the
            maximum mortgage that the prospective Borrower can afford;
         I. Educating the Applicant in the home-buying and financing process, advising the Applicant about
            the different types of loan products available, and demonstrating how closing costs and monthly
            payments would vary under each product;
         J. Collecting financial information (tax returns, bank statements) and other relate documents that are
            part of the application process;
         K. Assisting the Applicant in underwriting and clearing credit problems;
         L. Maintaining regular contact with the Applicant, Realtors® and Lender between application and
            closing to apprise them of the status of the application and to gather any additional information as
            needed;
         M. Participating in the loan closing.



                                                   1                                                          Initial______
4.   Compensation. Contingent upon the closing of a loan with respect to a referred Application, and the
     disbursement by Escrow to PCI of its compensation in the transaction, PCI shall pay Broker for its services an
     individually negotiated fee depending on the scope and quality of the services actually performed by Broker in
     connection with each referred Application. The fee payment shall be paid directly from the loan escrow when
     feasible or, if not, then within five business days of PCI’s receipt of such compensation. PCI shall have the
     absolute discretion as to the amount of compensation to be charged on all loans PCI submits to Lenders. If PCI,
     in its absolute discretion, allows a Borrower to rescind a loan after funding, or if Lender/Investor calls the loan
     balance due for any purpose and requires PCI to repurchase the loan, then all parties that have received
     commissions, shall return their commission and compensation to the extent necessary to accomplish the
     rescission and/or resolve the issue.

5.   Mutual Agreement. Broker may refer to PCI and PCI will consider application for mortgage loans for his/her
     borrower referred by Broker. PCI agrees to act on the Application(s) diligently and efficiently and to update and
     communicate with Broker for status of the loan application form time to time. If PCI believes it cannot arrange
     financing for borrower after review of Application, then PCI shall notify borrower and the Broker about the
     outcome of the review or suggest an alternate loan product PCI or PCI’s lender/investor has, or decline loan.

6.   Non-Circumvention. With respect to Lender(s) to whom PCI has submitted Broker's referred Application(s),
     Broker and its' affiliated companies, agents, and assigns, hereby agree not to circumvent PCI directly or
     indirectly by contacting or communicating with PCI’s Lender(s)/Investor(s), its’ affiliates, or Escrow. With
     respect to PCI’s contacts with Lender(s)/Investor(s), Broker agrees not to submit any Applications or close any
     Loan(s) with PCI’s Lender(s)/Investor(s) for the next two (2) years, unless Broker can provide strong proof that
     Broker had a previously existing business relationship with such Lender/Investor, as indicated by the fact
     commissions were previously paid by the subject Lender/Investor to Broker. PCI, its’ employees, associates,
     and/or entities hereby agree not to solicit to Broker’s Borrowers referred by Broker directly or indirectly for
     new business. However, PCI shall be free to contact Borrower for processing and funding loans submitted to
     PCI by Broker.

7.   Confidentiality of Borrowers. Any information provided to PCI by the Broker for any borrower or by the
     borrower, in documents or applications(s), shall be held confidential, and used solely for the purpose intended
     and to parties concerned and associated therein.

8.   Indemnification.

     (a) By PCI: PCI shall indemnify and hold Broker and its agent harmless from any and all demands, costs,
         judgments and claims of any kind (including attorneys fees and court costs) arising out of claims on an
         Application or resulting Loan arising from the acts or omissions of PCI or its personnel or agents after the
         referral of an Application to PCI.

     (b) By Broker: Broker shall indemnify and hold PCI and its agents harmless from any and all demands, costs,
         judgments and claims of any kind (including attorneys fees and court costs) arising out of claims on an
         Application or resulting Loan arising from the acts or omissions of Broker or its personnel or agents before
         the referral of an Application to PCI.

9.   General Terms.

     A. Compliance with Laws. Both parties shall in all of their activities under this Agreement comply with the
        laws of the state of California and the United States. All activities shall be conducted in strict accordance
        with the California Real Estate Law applicable to real estate brokers. If either party’s real estate broker’s
        license ceases to be in good standing, that party shall immediately notify the other in writing.
     B. Arbitration Agreements with Applicants. PCI shall require all Applicants to execute an arbitration
        agreement requiring the Applicant to arbitrate any and all claims the Applicant may have with PCI, the
        Lender and any other broker in the transaction, including Broker. If an Applicant initiates arbitration with
        PCI, Broker stipulates to join in such arbitration if it is named in the claim or has a cross-claim against PCI.

     C. Arbitration of Disputes. The parties agree that any dispute between them shall be decided by binding
        arbitration under the rules of the American Arbitration Association. The prevailing party shall be entitled to
        an award of its attorney and accounting fees from the losing party and arbitration costs. All hearings shall
        be in the County of Orange unless otherwise agreed or ordered by the arbitrator(s). Limited discovery shall
        be conducted in the discretion of the arbitrator(s).

     D. Applicable Law. This Agreement shall be construed under the laws of the State of California, without
        giving effect to the principles of conflicts of laws.

     E. Attorneys' Fees: If any action at law or in equity is necessary to enforce or interpret the terms of this
        Agreement, or to collect any fees or costs due under this Agreement, the prevailing party shall be entitled to
        reasonable attorneys' fees and costs, in addition to any other relief to which he may be entitled

     F. Status of Parties. The parties are independent contractors not the partners, joint venturers or agents of the
        other. Neither party has any power to bind or to represent the other. PCI is not the agent of any Applicant.

     G. Termination. This Agreement shall be in effect and continue for each loan referred or submitted to PCI by
        Broker until mutually agreed by both parties to terminate.




                                                  2                                                          Initial______
    H.    Integrated Agreement. This Agreement constitutes an integrated agreement between the parties and
         supercedes all previous agreements and negotiations. It shall be construed as if drafted by both parties. This
         Agreement may only be modified or waived by an agreement in writing.

    I.   Severability. In the event that any part or portion of this Agreement is held invalid or unlawful through any
         administrative, quasi-judicial, or judicial proceeding, the invalidity or illegality thereof shall not effect the
         validity of this Agreement as a whole, and the other provisions and terms contained herein shall remain in
         full force and effect as if the illegal or invalid provision had been eliminated.

    J.   Advice of Counsel: Each party to this Agreement acknowledges that in executing this Agreement, such
         party has had the opportunity to seek the advice of independent legal counsel, and has read and understands
         all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party
         by reason of the drafting or preparation hereof.

    K. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
       deemed an original, but all of which together will constitute one and the same instrument. A facsimile
       signature shall have the same force and effect as an original signature.

    L. Sole Agreement / No Contravening Agreements. This Agreement, including any Exhibits hereto,
       constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and
       superceds all oral negotiations and prior writings. This Agreement applies to each and every referral of
       Borrower Application(s) or loan submissions by Broker to PCI. This Agreement may not be altered or
       modified except by a writing signed by both parties. Each of the parties hereby represents to the other that,
       as of the effective date of this Agreement, that they are not presently a party to any contract or agreement
       that contravenes any of the terms, provisions, purposes or intent of this Agreement.


                               PRINTING MUST BE LEGIBLE.



PCI:                                                                  BROKER:

PYRAMID CAPITAL INVESTMENTS CORP.                                     _________________________________
a Delaware corporation                                                a ________________________



By: _____________________________                                     By: ______________________________
             Schram Rod                                               Print Name: _______________________
Its: President                                                        Its: ______________________________

4500 Campus Dr., Suite 410                                            Address: __________________________
Newport Beach, CA 92660                                               __________________________________

Phone: (949) 833-8747                                                 Phone: ____________________________
Fax: (949) 833-8233                                                   Fax: ______________________________
Email: srod@pyramidcapital.com                                        Email:_____________________________




                                                   3                                                           Initial______
Form
(Rev. October 2007)
                                       W-9                                          Request for Taxpayer                                                                 Give form to the
                                                                                                                                                                         requester. Do not
Department of the Treasury
                                                                          Identification Number and Certification                                                        send to the IRS.
Internal Revenue Service
                                       Name (as shown on your income tax return)
See Specific Instructions on page 2.




                                       Business name, if different from above
           Print or type




                                       Check appropriate box:       Individual/Sole proprietor          Corporation         Partnership
                                                                                                                                                                           Exempt
                                          Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)                     payee
                                           Other (see instructions)
                                       Address (number, street, and apt. or suite no.)                                                        Requester’s name and address (optional)


                                       City, state, and ZIP code


                                       List account number(s) here (optional)


       Part I                                Taxpayer Identification Number (TIN)

 Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid                                                    Social security number
 backup withholding. For individuals, this is your social security number (SSN). However, for a resident
 alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
 your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.                                                                  or
 Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose                                                          Employer identification number
 number to enter.
       Part II                               Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
   Revenue Service (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. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.

Sign                                       Signature of
Here                                       U.S. person                                                                                     Date

General Instructions                                                                                                 Definition of a U.S. person. For federal tax purposes, you are
                                                                                                                     considered a U.S. person if you are:
Section references are to the Internal Revenue Code unless
otherwise noted.                                                                                                     ● An individual who is a U.S. citizen or U.S. resident alien,
                                                                                                                     ● A partnership, corporation, company, or association created or
Purpose of Form                                                                                                      organized in the United States or under the laws of the United
A person who is required to file an information return with the                                                      States,
IRS must obtain your correct taxpayer identification number (TIN)                                                    ● An estate (other than a foreign estate), or
to report, for example, income paid to you, real estate                                                              ● A domestic trust (as defined in Regulations section
transactions, mortgage interest you paid, acquisition or                                                             301.7701-7).
abandonment of secured property, cancellation of debt, or
                                                                                                                     Special rules for partnerships. Partnerships that conduct a
contributions you made to an IRA.
                                                                                                                     trade or business in the United States are generally required to
   Use Form W-9 only if you are a U.S. person (including a                                                           pay a withholding tax on any foreign partners’ share of income
resident alien), to provide your correct TIN to the person                                                           from such business. Further, in certain cases where a Form W-9
requesting it (the requester) and, when applicable, to:                                                              has not been received, a partnership is required to presume that
   1. Certify that the TIN you are giving is correct (or you are                                                     a partner is a foreign person, and pay the withholding tax.
 waiting for a number to be issued),                                                                                 Therefore, if you are a U.S. person that is a partner in a
                                                                                                                     partnership conducting a trade or business in the United States,
   2. Certify that you are not subject to backup withholding, or                                                     provide Form W-9 to the partnership to establish your U.S.
   3. Claim exemption from backup withholding if you are a U.S.                                                      status and avoid withholding on your share of partnership
exempt payee. If applicable, you are also certifying that as a                                                       income.
U.S. person, your allocable share of any partnership income from                                                        The person who gives Form W-9 to the partnership for
a U.S. trade or business is not subject to the withholding tax on                                                    purposes of establishing its U.S. status and avoiding withholding
foreign partners’ share of effectively connected income.                                                             on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to                                                         conducting a trade or business in the United States is in the
request your TIN, you must use the requester’s form if it is                                                         following cases:
substantially similar to this Form W-9.
                                                                                                                     ● The U.S. owner of a disregarded entity and not the entity,
                                                                                                         Cat. No. 10231X                                               Form   W-9   (Rev. 10-2007)
Form W-9 (Rev. 10-2007)                                                                                                             Page   2
● The U.S. grantor or other owner of a grantor trust and not the         4. The IRS tells you that you are subject to backup
trust, and                                                             withholding because you did not report all your interest and
● The U.S. trust (other than a grantor trust) and not the              dividends on your tax return (for reportable interest and
beneficiaries of the trust.                                            dividends only), or
Foreign person. If you are a foreign person, do not use Form             5. You do not certify to the requester that you are not subject
W-9. Instead, use the appropriate Form W-8 (see Publication            to backup withholding under 4 above (for reportable interest and
515, Withholding of Tax on Nonresident Aliens and Foreign              dividend accounts opened after 1983 only).
Entities).                                                               Certain payees and payments are exempt from backup
                                                                       withholding. See the instructions below and the separate
Nonresident alien who becomes a resident alien. Generally,             Instructions for the Requester of Form W-9.
only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income.       Also see Special rules for partnerships on page 1.
However, most tax treaties contain a provision known as a
“saving clause.” Exceptions specified in the saving clause may
                                                                       Penalties
permit an exemption from tax to continue for certain types of          Failure to furnish TIN. If you fail to furnish your correct TIN to a
income even after the payee has otherwise become a U.S.                requester, you are subject to a penalty of $50 for each such
resident alien for tax purposes.                                       failure unless your failure is due to reasonable cause and not to
   If you are a U.S. resident alien who is relying on an exception     willful neglect.
contained in the saving clause of a tax treaty to claim an             Civil penalty for false information with respect to
exemption from U.S. tax on certain types of income, you must           withholding. If you make a false statement with no reasonable
attach a statement to Form W-9 that specifies the following five       basis that results in no backup withholding, you are subject to a
items:                                                                 $500 penalty.
   1. The treaty country. Generally, this must be the same treaty      Criminal penalty for falsifying information. Willfully falsifying
under which you claimed exemption from tax as a nonresident            certifications or affirmations may subject you to criminal
alien.                                                                 penalties including fines and/or imprisonment.
   2. The treaty article addressing the income.                        Misuse of TINs. If the requester discloses or uses TINs in
   3. The article number (or location) in the tax treaty that          violation of federal law, the requester may be subject to civil and
contains the saving clause and its exceptions.                         criminal penalties.
  4. The type and amount of income that qualifies for the
exemption from tax.                                                    Specific Instructions
   5. Sufficient facts to justify the exemption from tax under the     Name
terms of the treaty article.
   Example. Article 20 of the U.S.-China income tax treaty allows      If you are an individual, you must generally enter the name
an exemption from tax for scholarship income received by a             shown on your income tax return. However, if you have changed
Chinese student temporarily present in the United States. Under        your last name, for instance, due to marriage without informing
U.S. law, this student will become a resident alien for tax            the Social Security Administration of the name change, enter
purposes if his or her stay in the United States exceeds 5             your first name, the last name shown on your social security
calendar years. However, paragraph 2 of the first Protocol to the      card, and your new last name.
U.S.-China treaty (dated April 30, 1984) allows the provisions of         If the account is in joint names, list first, and then circle, the
Article 20 to continue to apply even after the Chinese student         name of the person or entity whose number you entered in Part I
becomes a resident alien of the United States. A Chinese               of the form.
student who qualifies for this exception (under paragraph 2 of         Sole proprietor. Enter your individual name as shown on your
the first protocol) and is relying on this exception to claim an       income tax return on the “Name” line. You may enter your
exemption from tax on his or her scholarship or fellowship             business, trade, or “doing business as (DBA)” name on the
income would attach to Form W-9 a statement that includes the          “Business name” line.
information described above to support that exemption.
                                                                       Limited liability company (LLC). Check the “Limited liability
   If you are a nonresident alien or a foreign entity not subject to   company” box only and enter the appropriate code for the tax
backup withholding, give the requester the appropriate                 classification (“D” for disregarded entity, “C” for corporation, “P”
completed Form W-8.                                                    for partnership) in the space provided.
What is backup withholding? Persons making certain payments               For a single-member LLC (including a foreign LLC with a
to you must under certain conditions withhold and pay to the           domestic owner) that is disregarded as an entity separate from
IRS 28% of such payments. This is called “backup withholding.”         its owner under Regulations section 301.7701-3, enter the
Payments that may be subject to backup withholding include             owner’s name on the “Name” line. Enter the LLC’s name on the
interest, tax-exempt interest, dividends, broker and barter            “Business name” line.
exchange transactions, rents, royalties, nonemployee pay, and
certain payments from fishing boat operators. Real estate                For an LLC classified as a partnership or a corporation, enter
transactions are not subject to backup withholding.                    the LLC’s name on the “Name” line and any business, trade, or
                                                                       DBA name on the “Business name” line.
   You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make the       Other entities. Enter your business name as shown on required
proper certifications, and report all your taxable interest and        federal tax documents on the “Name” line. This name should
dividends on your tax return.                                          match the name shown on the charter or other legal document
                                                                       creating the entity. You may enter any business, trade, or DBA
Payments you receive will be subject to backup                         name on the “Business name” line.
withholding if:                                                        Note. You are requested to check the appropriate box for your
   1. You do not furnish your TIN to the requester,                    status (individual/sole proprietor, corporation, etc.).
   2. You do not certify your TIN when required (see the Part II       Exempt Payee
instructions on page 3 for details),
   3. The IRS tells the requester that you furnished an incorrect      If you are exempt from backup withholding, enter your name as
TIN,                                                                   described above and check the appropriate box for your status,
                                                                       then check the “Exempt payee” box in the line following the
                                                                       business name, sign and date the form.
Form W-9 (Rev. 10-2007)                                                                                                                         Page   3
Generally, individuals (including sole proprietors) are not exempt                  Part I. Taxpayer Identification
from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.                   Number (TIN)
Note. If you are exempt from backup withholding, you should                         Enter your TIN in the appropriate box. If you are a resident
still complete this form to avoid possible erroneous backup                         alien and you do not have and are not eligible to get an SSN,
withholding.                                                                        your TIN is your IRS individual taxpayer identification number
   The following payees are exempt from backup withholding:                         (ITIN). Enter it in the social security number box. If you do not
                                                                                    have an ITIN, see How to get a TIN below.
   1. An organization exempt from tax under section 501(a), any
IRA, or a custodial account under section 403(b)(7) if the account                     If you are a sole proprietor and you have an EIN, you may
satisfies the requirements of section 401(f)(2),                                    enter either your SSN or EIN. However, the IRS prefers that you
                                                                                    use your SSN.
   2. The United States or any of its agencies or                                      If you are a single-member LLC that is disregarded as an
instrumentalities,                                                                  entity separate from its owner (see Limited liability company
   3. A state, the District of Columbia, a possession of the United                 (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner
States, or any of their political subdivisions or instrumentalities,                has one). Do not enter the disregarded entity’s EIN. If the LLC is
   4. A foreign government or any of its political subdivisions,                    classified as a corporation or partnership, enter the entity’s EIN.
agencies, or instrumentalities, or                                                  Note. See the chart on page 4 for further clarification of name
   5. An international organization or any of its agencies or                       and TIN combinations.
instrumentalities.                                                                  How to get a TIN. If you do not have a TIN, apply for one
                                                                                    immediately. To apply for an SSN, get Form SS-5, Application
   Other payees that may be exempt from backup withholding                          for a Social Security Card, from your local Social Security
include:                                                                            Administration office or get this form online at www.ssa.gov. You
   6. A corporation,                                                                may also get this form by calling 1-800-772-1213. Use Form
  7. A foreign central bank of issue,                                               W-7, Application for IRS Individual Taxpayer Identification
  8. A dealer in securities or commodities required to register in                  Number, to apply for an ITIN, or Form SS-4, Application for
the United States, the District of Columbia, or a possession of                     Employer Identification Number, to apply for an EIN. You can
the United States,                                                                  apply for an EIN online by accessing the IRS website at
                                                                                    www.irs.gov/businesses and clicking on Employer Identification
   9. A futures commission merchant registered with the                             Number (EIN) under Starting a Business. You can get Forms W-7
Commodity Futures Trading Commission,                                               and SS-4 from the IRS by visiting www.irs.gov or by calling
  10. A real estate investment trust,                                               1-800-TAX-FORM (1-800-829-3676).
  11. An entity registered at all times during the tax year under                      If you are asked to complete Form W-9 but do not have a TIN,
the Investment Company Act of 1940,                                                 write “Applied For” in the space for the TIN, sign and date the
                                                                                    form, and give it to the requester. For interest and dividend
  12. A common trust fund operated by a bank under section                          payments, and certain payments made with respect to readily
584(a),                                                                             tradable instruments, generally you will have 60 days to get a
  13. A financial institution,                                                      TIN and give it to the requester before you are subject to backup
  14. A middleman known in the investment community as a                            withholding on payments. The 60-day rule does not apply to
nominee or custodian, or                                                            other types of payments. You will be subject to backup
                                                                                    withholding on all such payments until you provide your TIN to
  15. A trust exempt from tax under section 664 or described in                     the requester.
section 4947.
                                                                                    Note. Entering “Applied For” means that you have already
  The chart below shows types of payments that may be                               applied for a TIN or that you intend to apply for one soon.
exempt from backup withholding. The chart applies to the                            Caution: A disregarded domestic entity that has a foreign owner
exempt payees listed above, 1 through 15.                                           must use the appropriate Form W-8.
IF the payment is for . . .                 THEN the payment is exempt              Part II. Certification
                                            for . . .
                                                                                    To establish to the withholding agent that you are a U.S. person,
Interest and dividend payments              All exempt payees except                or resident alien, sign Form W-9. You may be requested to sign
                                            for 9                                   by the withholding agent even if items 1, 4, and 5 below indicate
Broker transactions                         Exempt payees 1 through 13.             otherwise.
                                            Also, a person registered under            For a joint account, only the person whose TIN is shown in
                                            the Investment Advisers Act of          Part I should sign (when required). Exempt payees, see Exempt
                                            1940 who regularly acts as a            Payee on page 2.
                                            broker                                  Signature requirements. Complete the certification as indicated
Barter exchange transactions                Exempt payees 1 through 5               in 1 through 5 below.
and patronage dividends                                                                1. Interest, dividend, and barter exchange accounts
                                                                                    opened before 1984 and broker accounts considered active
Payments over $600 required                 Generally, exempt payees
                                                        2                           during 1983. You must give your correct TIN, but you do not
to be reported and direct                   1 through 7                             have to sign the certification.
                  1
sales over $5,000
                                                                                       2. Interest, dividend, broker, and barter exchange
1                                                                                   accounts opened after 1983 and broker accounts considered
    See Form 1099-MISC, Miscellaneous Income, and its instructions.
2                                                                                   inactive during 1983. You must sign the certification or backup
    However, the following payments made to a corporation (including gross
    proceeds paid to an attorney under section 6045(f), even if the attorney is a
                                                                                    withholding will apply. If you are subject to backup withholding
    corporation) and reportable on Form 1099-MISC are not exempt from               and you are merely providing your correct TIN to the requester,
    backup withholding: medical and health care payments, attorneys’ fees, and      you must cross out item 2 in the certification before signing the
    payments for services paid by a federal executive agency.                       form.
Form W-9 (Rev. 10-2007)                                                                                                                                           Page   4
  3. Real estate transactions. You must sign the certification.                                      Secure Your Tax Records from Identity Theft
You may cross out item 2 of the certification.
                                                                                                     Identity theft occurs when someone uses your personal
   4. Other payments. You must give your correct TIN, but you                                        information such as your name, social security number (SSN), or
do not have to sign the certification unless you have been                                           other identifying information, without your permission, to commit
notified that you have previously given an incorrect TIN. “Other                                     fraud or other crimes. An identity thief may use your SSN to get
payments” include payments made in the course of the                                                 a job or may file a tax return using your SSN to receive a refund.
requester’s trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services                                           To reduce your risk:
(including payments to corporations), payments to a                                                  ● Protect your SSN,
nonemployee for services, payments to certain fishing boat crew                                      ● Ensure your employer is protecting your SSN, and
members and fishermen, and gross proceeds paid to attorneys                                          ● Be careful when choosing a tax preparer.
(including payments to corporations).
                                                                                                        Call the IRS at 1-800-829-1040 if you think your identity has
  5. Mortgage interest paid by you, acquisition or                                                   been used inappropriately for tax purposes.
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529), IRA,                                            Victims of identity theft who are experiencing economic harm
Coverdell ESA, Archer MSA or HSA contributions or                                                    or a system problem, or are seeking help in resolving tax
distributions, and pension distributions. You must give your                                         problems that have not been resolved through normal channels,
correct TIN, but you do not have to sign the certification.                                          may be eligible for Taxpayer Advocate Service (TAS) assistance.
                                                                                                     You can reach TAS by calling the TAS toll-free case intake line
                                                                                                     at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
What Name and Number To Give the Requester
                                                                                                     Protect yourself from suspicious emails or phishing
          For this type of account:                         Give name and SSN of:                    schemes. Phishing is the creation and use of email and
                                                                                                     websites designed to mimic legitimate business emails and
    1. Individual                                    The individual
                                                                                                     websites. The most common act is sending an email to a user
    2. Two or more individuals (joint                The actual owner of the account or,
       account)                                      if combined funds, the first
                                                                                                     falsely claiming to be an established legitimate enterprise in an
                                                     individual on the account
                                                                               1
                                                                                                     attempt to scam the user into surrendering private information
    3. Custodian account of a minor                  The minor
                                                                 2                                   that will be used for identity theft.
       (Uniform Gift to Minors Act)
                                                                               1
                                                                                                        The IRS does not initiate contacts with taxpayers via emails.
    4. a. The usual revocable savings                The grantor-trustee                             Also, the IRS does not request personal detailed information
       trust (grantor is also trustee)                                                               through email or ask taxpayers for the PIN numbers, passwords,
                                                                           1
       b. So-called trust account that is            The actual owner                                or similar secret access information for their credit card, bank, or
       not a legal or valid trust under                                                              other financial accounts.
       state law
    5. Sole proprietorship or disregarded            The owner
                                                                   3
                                                                                                        If you receive an unsolicited email claiming to be from the IRS,
       entity owned by an individual                                                                 forward this message to phishing@irs.gov. You may also report
                                                            Give name and EIN of:
                                                                                                     misuse of the IRS name, logo, or other IRS personal property to
          For this type of account:
                                                                                                     the Treasury Inspector General for Tax Administration at
 6. Disregarded entity not owned by an               The owner                                       1-800-366-4484. You can forward suspicious emails to the
    individual                                                                                       Federal Trade Commission at: spam@uce.gov or contact them at
                                                                       4
 7. A valid trust, estate, or pension trust          Legal entity                                    www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).
 8. Corporate or LLC electing                        The corporation
    corporate status on Form 8832                                                                      Visit the IRS website at www.irs.gov to learn more about
 9. Association, club, religious,                    The organization                                identity theft and how to reduce your risk.
    charitable, educational, or other
    tax-exempt organization
10. Partnership or multi-member LLC                  The partnership
11. A broker or registered nominee                   The broker or nominee
12. Account with the Department of                   The public entity
    Agriculture in the name of a public
    entity (such as a state or local
    government, school district, or
    prison) that receives agricultural
    program payments
1
    List first and circle the name of the person whose number you furnish. If only one person
    on a joint account has an SSN, that person’s number must be furnished.
2
    Circle the minor’s name and furnish the minor’s SSN.
3
    You must show your individual name and you may also enter your business or “DBA”
    name on the second name line. You may use either your SSN or EIN (if you have one),
    but the IRS encourages you to use your SSN.
4
    List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN
    of the personal representative or trustee unless the legal entity itself is not designated in
    the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed,
the number will be considered to be that of the first name listed.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.
possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal
nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
  You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

								
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