Common use of Form W-9 Clause in Contracts

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchased shares are to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Agent and New Esmark his, her or its correct TIN, and certify that such TIN is true, correct and complete, on the enclosed Form W-9. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the Subscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. IMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENT.

Form W-9. If the Under U.S. federal income tax law, each U.S. registered account does not have an accurate or updated holder of ADSs is required to provide Citibank, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a ) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the purchased shares are to be issued in Depositary is not provided with the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Agent and New Esmark his, her or its correct TIN, and certify payments that are made to such TIN is trueregistered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name of the actual registered holder, correct and complete, on consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9W-9 for additional guidance. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons Certain registered holders (including, among others, all corporations and certain foreign individuals) are not subject to exempt from the backup withholding and reporting requirements. A In order for a foreign individual may to qualify as an exempt person by submitting a recipient, such holder generally must submit the applicable Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form which can be obtained from the Subscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and completeDepositary. See the attached enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. IMPORTANTIf backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: THIS EXERCISE NOTICE CITIBANK, N.A. Form W-9 (OR A MANUALLY SIGNED FACSIMILE HEREOFRev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, TOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTSif different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATES=S corporation, P=partnership) ►________ Note. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENTFor a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 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 backup withholding. For individuals, this is generally 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. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchased shares are check for payment is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Paying Agent and New Esmark his, her or its correct TIN, and certify that such TIN is true, correct and complete, on the enclosed Form W-9. If such TIN is not provided, a penalty of $50.00 may be imposed by the Internal Revenue Service and payments made may be subject to 28% backup withholding. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the Subscription Paying Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If your payment is to be issued in a different name, you should submit a completed Form W-9 with your Election Form. If you need additional or replacement copies of Form W-9, please call the Paying Agent at (000) 000-0000. IMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE PAYMENT CASE OF THE PURCHASE PRICE FOR THE SHARES A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION PAYING AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS PUT EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION PAYING AGENT.

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number Each stockholder surrendering Company Common Stock for payment is required to provide Parent with such holder’s correct Taxpayer Identification Number (“TIN”), we have enclosed ) and certain other information on a Form W-9 with (included in this Letter of Transmittal), or an appropriate IRS Form W-8 (and all required attachments), as described below. Failure to provide such information or an adequate basis for exemption from backup withholding on the Exercise Notice. If we did not include a Form W-9 and the purchased shares are form may subject such holder to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax lawwithholding on cash payments made with respect to certificates by the Payor (as defined below). Please consult the enclosed instructions to Form W-9 (or the appropriate Form W-8 available at xxx.xxx.xxx) for guidance on how to complete the form. IMPORTANT TAX INFORMATION United States federal income tax law generally requires that if your shares are accepted for payment, any person submitting you and/or your assignee (in either case, the Exercise Notice who has not previously certified the TIN relating to the registered account “Payee”), must provide to Parent (the Subscription Agent and New Esmark his, her or its “Payor”) with the Payee’s correct TIN, and certify that such TIN which, in the case of a Payee who is truean individual, correct and complete, on is the enclosed Form W-9. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her Payee’s social security number. Exempt persons If the Payor is not provided with the correct TIN or an adequate basis for an exemption, the Payee may be subject to a $50 penalty imposed by the IRS and backup withholding in an amount equal to 28% (includingor the then prevailing rate) of the proceeds received by the payee pursuant to the First Merger. Backup withholding is not an additional tax. Rather, among others, all corporations and certain foreign individuals) are not the tax liability of a person subject to backup withholding will be reduced by the amount withheld by the Payor. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the appropriate information is timely filed. To prevent backup withholding, each Payee must provide such Payee’s correct TIN by completing the “Form W-9” set forth herein, certifying that (i) the TIN provided is correct, (ii) (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the IRS that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the payee that such Payee is no longer subject to backup withholding, and reporting requirements(iii) the Payee is a U.S. Person (including a U.S. resident alien). A foreign individual may If the Payee does not have a TIN, such Payee should apply for and receive a TIN prior to submitting the Form W-9; please consult the for instructions to Form W-9 for guidance on applying for a TIN. If the Payee does not provide such Payee’s TIN to the Payor by the time of payment, backup withholding will apply. In order for a nonresident alien or non-U.S. person to qualify as exempt from backup withholding, such person must submit an exempt person by submitting a appropriate and properly completed Form W-8W-8BEN, Form W-8BEN-E, W-8ECI, W-8EXP or W-8IMY (and all required attachments), signed under penalties of perjury, certifying perjury attesting to such individual’s foreign exempt status. Such form can forms may be obtained from the Subscription AgentIRS at its Internet website: xxx.xxx.xxx. All inquiries regarding the Merger should be made directly to: Matinas Biopharma Holdings, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Phone: 000-000-0000 EXHIBIT A AFFIDAVIT AND INDEMNITY AGREEMENT Re: Shares of Common Stock of Aquarius Biotechnologies Inc., (the “Company”) par value $0.0001 per share (the “Company Common Stock”) The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. IMPORTANT: THIS EXERCISE NOTICE undersigned___________________________ (OR A MANUALLY SIGNED FACSIMILE HEREOF“Stockholder”), TOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTSbeing duly sworn, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENT.affirms the following:

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchased shares are purchase price is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Paying Agent and New Esmark his, her or its correct TIN, and certify that such TIN is true, correct and complete, on the enclosed Form W-9. If such TIN is not provided, a penalty of $50.00 may be imposed by the Internal Revenue Service and payments made may be subject to 28% backup withholding. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the Subscription Paying Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If your payment is to be issued in a different name, you should submit a completed Form W-9 with your Election Form. If you need additional or replacement copies of Form W-9, please call the Paying Agent at (000) 000-0000. IMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE PAYMENT CASE OF THE PURCHASE PRICE FOR THE SHARES A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION PAYING AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS PUT EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION PAYING AGENT.

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchased shares are purchase price is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Agent and New Esmark his, her or its correct TIN, and certify that such TIN is true, correct and complete, on the enclosed Form W-9. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the Subscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. IMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENT.

Form W-9. If the Under U.S. federal income tax law, each U.S. registered account does not have an accurate or updated holder of ADSs is required to provide Citibank, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a ) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the purchased shares are to be issued in Depositary is not provided with the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered account must provide to the Subscription Agent and New Esmark his, her or its correct TIN, and certify payments that are made to such TIN is trueregistered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name of the actual registered holder, correct and complete, on consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9W-9 for additional guidance. The TIN to be provided is that of the person submitting the Exercise Notice. The TIN for an individual is generally his or her social security number. Exempt persons Certain registered holders (including, among others, all corporations and certain foreign individuals) are not subject to exempt from the backup withholding and reporting requirements. A In order for a foreign individual may to qualify as an exempt person by submitting a recipient, such holder generally must submit the applicable Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. Such form which can be obtained from the Subscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and completeDepositary. See the attached enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. IMPORTANTIf backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service PAYER’S NAME: THIS EXERCISE NOTICE CITIBANK, N.A. Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (OR A MANUALLY SIGNED FACSIMILE HEREOFas shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, TOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTSif different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: o Individual/sole proprietor or o C Corporation o S Corporation single-member LLC o Partnership o Trust/estate o Limited liability company. Enter the tax classification (C=C corporation, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATES=S corporation, P=partnership) ►________ Note. DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENTFor a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. o Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any)_____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional)