Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

Certain Tax Matters. (a) The parties hereto FS Investment Corporation, as tax owner of the Issuer and its assets, including the Collateral, shall pay or cause to be paid all federal, state and local taxes imposed on income derived from the Collateral and timely file, or cause to be filed, all tax returns and information statements and returns relating to the Issuer’s income and assets. It shall also provide, if required, a duly completed IRS Form W-9 (Request for Taxpayer Identification Number and shall cause their respective affiliates toCertification) reasonably cooperate with one another in providing information or any successor to such IRS form, to the payor with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure any item included in the Registration Statement regarding Collateral at the time such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations item is purchased or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchentered into. (b) Any transferTo the extent that the Class A Notes are treated as issued for U.S. federal income tax purposes, documentarythe Issuer and each Holder and beneficial owner of a Class A Note, salesby acceptance of its Class A Note, useor any interest therein, stampshall be deemed to have agreed to treat, registrationand shall treat, excisethe Class A Notes as unconditional debt in the Issuer for U.S. federal, recordingstate and local income tax purposes. (c) Each Subsequent Holder by acceptance of its Class A Note or its interest therein, registration value added shall be deemed to understand and other similar Taxes acknowledge that failure to provide the Issuer, the Equity Owner, the Trustee or any Paying Agent with the applicable U.S. federal income forms and tax certifications, including IRS Form W-9 (includingRequest for Taxpayer Identification Number and Certification), IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for the avoidance Exemption from Withholding on Income Effectively Connected with Conduct of doubta U.S. Trade or Business) or any successors to such IRS forms, any Taxes imposed under Section 4501 may result in U.S. federal withholding from payments in respect of such Class A Note. (d) Upon written request of the Code (as amended by accountants, the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions Trustee shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filedprovide, and if required by applicable Lawthe Trustee is no longer the Registrar, the other parties hereto Issuer shall join have any successor Registrar provide, to such Independent accountants the information required (to the extent such information is normally maintained by or normally available to the Trustee or Registrar), including a copy of the Register, by the Independent accountants to comply with their obligations under this Section 7.17. (e) A Majority of the Subsequent Holders, or the Trustee at the direction of the Majority of the Subsequent Holders, shall have the right to request and, within 3 Business Days following receipt of such request the Issuer shall provide to such Holders and the Trustee, an opinion of a nationally recognized U.S. tax counsel experienced in such matters that is acceptable to the execution of any such Tax ReturnsTrustee stating that the Class A Notes will be debt for United States federal income tax purposes.

Certain Tax Matters. (a) The parties hereto shall (Each of the Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable commercial efforts to cause the Integrated Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. Neither Parent nor the Company shall (nor shall they permit their respective affiliates Subsidiaries to) take any action (whether or not otherwise permitted under this Agreement), or cause any action to be taken, which action would prevent or impede, or that could reasonably cooperate be expected to prevent or impede, the Integrated Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. Each of Parent and the Company will notify the other Party promptly after becoming aware of any reason to believe that the Integrated Mergers, taken together, may not qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. (b) This Agreement is intended to constitute, and the Parties hereto adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). The relevant Parties shall treat the Integrated Mergers, taken together, as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code for U.S. federal, state and other relevant income Tax purposes, shall file all their Tax Returns consistent with one another in providing information with respect such tax treatment and, except to the Transactions extent otherwise required by a final “determination” within the meaning of Section 1313(a) of the Code, take no Tax position inconsistent with such Tax treatment. (c) Parent, the Company and Opco LLC acknowledge and agree that, for U.S. federal income tax purposes (and for the purposes of any applicable state or local Tax that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine follows the U.S. federal income tax treatment treatment), the Opco Merger is intended to be treated with respect to the holders (other than the Company) of Opco LLC Units as a taxable sale by each such holder of the Transactions to holders of Class A Common StockOpco LLC Units held by such holder in exchange for the Opco Merger Consideration, Founder Shares or SPAC Warrantsand Parent, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Company and Opco shall file their respective Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income intended tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any auditsdescribed above and, examinations or other proceedings before the IRS relating except to the U.S. federal income tax treatment extent otherwise required by a final “determination” within the meaning of relevant portions Section 1313(a) of the Transactions. While the parties hereto do not anticipate that any opinion of counsel Code, take no Tax position inconsistent with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnstreatment.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine For that portion of its taxable year in which the U.S. Closing occurs which ends on the Closing Date, Seller covenants and agrees to cause the REIT to operate and take any other actions necessary to cause the REIT to qualify as a “real estate investment trust” as defined in Section 856-860 of the Code and avoid the imposition of federal income tax treatment under Sections 857(b) or 4981 of the Transactions Code. From the Closing Date through the end of its taxable year in which the Closing occurs, Buyer covenants and agrees not to holders of Class A Common Stock, Founder Shares take any action or SPAC Warrants, (ii) prepare disclosure operate the REIT in such a manner as to cause the Registration Statement regarding such U.S. REIT to lose its qualification as a “real estate investment trust” for federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions purposes for its taxable year which includes the day of the Transactions consistent with the U.S. Closing or to be liable for federal income tax treatment under Section 857(b) or 4981 of the Code; provided, however, that Buyer makes no representation or warranty concerning the status of the REIT as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. a real estate investment trust for federal income tax treatment purposes for any period prior to Closing. Without limiting the foregoing, Buyer represents and warrants to Seller that Buyer is not an individual for the purposes of relevant portions Section 542(a)(2) of the Transactions. While Code (determined after taking into account Section 856(h)(3)(A) of the parties hereto do not anticipate that any opinion Code) (a “Tax Individual”) and no Tax Individual is treated as the owner, either directly, indirectly or constructively through the application of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 544 of the Code (as amended modified by Section 856(h)(1)(B) of the Code), of more than 9.8% of the number or value of the outstanding membership interests in Buyer. (ii) Seller and the REIT shall prepare and timely file all Returns and amendments thereto required to be filed by the Inflation Reduction Act REIT on or before the Closing Date. Seller shall provide, and Buyer shall have a reasonable opportunity to review (and comment upon), prior to filing all such Returns and amendments thereto. (iii) Buyer and the REIT shall prepare and timely file all Returns and amendments thereto required to be filed by the REIT after the Closing Date consistent with past practices. Buyer shall provide, and Seller shall have a reasonable opportunity to review (and comment upon), prior to filing all such Returns and amendments thereto insofar as they relate to a pre-Closing Period. After the Closing Date, the REIT shall not designate any payment, distribution or dividend made by the REIT before the Closing Date as a “capital gain dividend” within the meaning of 2022, H.R. 5376Code Section 857(b)(3)(C). (iv) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution The provisions of this Agreement and Section 13(n) shall survive the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsClosing.

Certain Tax Matters. (a) The parties hereto FS Investment Corporation II, as tax owner of the Issuer and its assets, including the Collateral, shall pay or cause to be paid all federal, state and local taxes imposed on income derived from the Collateral and timely file, or cause to be filed, all tax returns and information statements and returns relating to the Issuer’s income and assets. It shall also provide, if required, a duly completed IRS Form W-9 (Request for Taxpayer Identification Number and shall cause their respective affiliates toCertification) reasonably cooperate with one another in providing information or any successor to such IRS form, to the payor with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure any item included in the Registration Statement regarding Collateral at the time such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations item is purchased or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchentered into. (b) Any transferTo the extent that the Class A Notes are treated as issued for U.S. federal income tax purposes, documentarythe Issuer and each Holder and beneficial owner of a Class A Note, salesby acceptance of its Class A Note, useor any interest therein, stampshall be deemed to have agreed to treat, registrationand shall treat, excisethe Class A Notes as unconditional debt in the Issuer for U.S. federal, recordingstate and local income tax purposes. (c) Each Subsequent Holder by acceptance of its Class A Note or its interest therein, registration value added shall be deemed to understand and other similar Taxes acknowledge that failure to provide the Issuer, the Equity Owner, the Trustee or any Paying Agent with the applicable U.S. federal income forms and tax certifications, including IRS Form W-9 (includingRequest for Taxpayer Identification Number and Certification), IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for the avoidance Exemption from Withholding on Income Effectively Connected with Conduct of doubta U.S. Trade or Business) or any successors to such IRS forms, any Taxes imposed under Section 4501 may result in U.S. federal withholding from payments in respect of such Class A Note. (d) Upon written request of the Code (as amended by accountants, the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions Trustee shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filedprovide, and if required by applicable Lawthe Trustee is no longer the Registrar, the other parties hereto Issuer shall join have any successor Registrar provide, to such Independent accountants the information required (to the extent such information is normally maintained by or normally available to the Trustee or Registrar), including a copy of the Register, by the Independent accountants to comply with their obligations under this Section 7.17. (e) A Majority of the Subsequent Holders, or the Trustee at the direction of the Majority of the Subsequent Holders, shall have the right to request and, within 3 Business Days following receipt of such request the Issuer shall provide to such Holders and the Trustee, an opinion of a nationally recognized U.S. tax counsel experienced in such matters that is acceptable to the execution of any such Tax ReturnsTrustee stating that the Class A Notes will be debt for United States federal income tax purposes.

Certain Tax Matters. (a) The parties hereto Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the Domestication to qualify for the Domestication Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment, and none of Parent, Merger Sub or the Company has taken or will take any action (and shall cause their respective affiliates to) or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably cooperate with one another in providing information with respect be expected to prevent or impede the Transactions that is reasonably requested by one another and reasonably necessary to enable Domestication from qualifying for the parties hereto to (i) determine Domestication Intended Tax Treatment or the U.S. federal income tax treatment of Merger from qualifying for the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Merger Intended Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchTreatment. (b) Any transferEach of Parent, documentarythe Company, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes their respective Affiliates shall file all Tax Returns consistent with the Domestication Intended Tax Treatment and Merger Tax Treatment (including, including attaching the statement described in Treasury Regulations Section 1.368-(a) on or with the its Tax Return for the avoidance of doubt, any Taxes imposed under Section 4501 taxable year of the Code Merger), and shall take no position inconsistent with the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Taxing Authority as amended by a result of a “determination” within the Inflation Reduction Act meaning of 2022, H.R. 5376Section 1313(a) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto Code. (c) Parent and the Company shall promptly notify the other party in connection with writing if, before the Closing Date, either such party knows or by has reason of to believe that the execution Domestication may not qualify for the Domestication Intended Tax Treatment or that the Merger may not qualify for the Merger Intended Tax Treatment (and whether the terms of this Agreement and the Transactions could be reasonably amended in order to facilitate such qualification, which amendments shall be borne made if the Company reasonably determines on the advice of its counsel that such amendments would be reasonably expected to result in the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment and would not be commercially impracticable). (d) Notwithstanding anything to the contrary contained herein, all Transfer Taxes shall be paid by the CompanyParent. The party hereto responsible for filing any Party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and if required by applicable Law, the other parties hereto Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax ReturnsReturns and other document. Notwithstanding any other provision of this Agreement, the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. (e) If, in connection with the preparation and filing of the Form S-4, the SEC requests or requires a tax opinion be prepared and submitted regarding the (i) Domestication Intended Tax Treatment, Parent will use its commercially reasonable efforts to cause Xxxx & Loeb LLP to deliver such tax opinion to Parent, or (ii) the Merger Intended Tax Treatment, the Company shall use its commercially reasonable efforts to cause Rimon P.C. to deliver such tax opinion to the Company. Each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor. Notwithstanding anything to the contrary in this Agreement, neither ZelusTech Foreign Law Office (Xxxxxx X. Xxxxxxx, Xx.) nor Xxxxx P.C. shall be required to provide any opinion to any party regarding the Domestication Intended Tax Treatment and Xxxx & Xxxx LLP shall not be required to provide any opinion to any party regarding the Merger Intended Tax Treatment.

Certain Tax Matters. (a) The parties hereto All Transfer Taxes incurred in connection with this Agreement and the Contemplated Transactions shall be borne one-half (1/2) by Buyer and one-half (1/2) by Seller. Buyer shall cause their respective affiliates to) reasonably cooperate with one another in providing information file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. To the Transactions that is reasonably requested extent required by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment applicable Tax Laws, Seller or any of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure its Affiliates will join in the Registration Statement regarding execution of any such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions or other documentation. The party not making that payment of Transfer Taxes to the Transactions consistent with Governmental Authority shall pay its share of such Transfer Taxes within five (5) days after demand therefor (which demand may be made before the U.S. federal income tax treatment as mutually agreed payment of Taxes to a Governmental Authority) by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchpaying party. (b) Any transferTax Return to be prepared pursuant to the provisions of this Section 5.3(b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, documentaryexcept for changes required by changes in applicable Tax Laws or changes in fact (including the Section 338(h)(10) Election). Buyer shall not, salesand shall not cause or permit the Sale Entities or any of Buyer’s Affiliates to, use(i) amend, stamprefile or otherwise modify any Tax Return with respect to any of the Sale Entities for any Tax period or portion thereof ending on or prior to the Closing Date, registrationor (ii) enter into any closing agreement, excisesettle any Tax claim or assessment relating to any Sale Entity, recordingsurrender any right to claim a refund of Taxes, registration value added and consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Sale Entity for any Pre-Closing Tax Period, or take any other similar Taxes action relating to the filing of any Tax Return or the payment of any Tax, in each instance without obtaining the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. The following provisions shall govern the allocation of responsibility as between the Parties for certain Tax matters following the Closing Date: (i) Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns and all Non-Income Tax Returns for any of the Sale Entities for all Pre-Closing Tax Periods regardless of when they are to be filed. With respect to Non-Income Tax Returns filed after the Closing Date, Seller shall deliver to Buyer for its review and comment a copy of such Non-Income Tax Returns for its review as soon as reasonably possible. Seller shall reasonably consider any comments provided by Buyer. Notwithstanding the foregoing, in the event Seller and Buyer disagree with respect to any Non-Income Tax Return prepared by Seller pursuant to this Section 5.3(b)(i), Seller may file such Non-Income Tax Return reflecting the position Seller determines, in its sole discretion, to be appropriate unless a different position is required by applicable Law. Except as otherwise provided in this Section 5.3 (including, for the avoidance of doubt, any Taxes imposed under Section 4501 5.3(b)(iii)), Seller shall pay, or cause to be paid on each of the Code (as amended by Sale Entities’ behalf, the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become Taxes payable by each of the Sale Entities with respect to all Pre-Closing Tax Periods, except to the extent of (A) Taxes that became due as any breach of any covenant, representation, warranty, undertaking or other obligation imposed on Buyer or its Affiliates pursuant to this Agreement (including, for this purpose, any of the parties hereto Sale Entities) on or after the Closing Date and (B) the portion of any Transfer Taxes for which Seller is not responsible pursuant to Section 5.3(a), and if Seller pays Taxes described in clause (A) or (B) on behalf of the Sale Entities or Buyer, the Sale Entities or Buyer shall reimburse Seller therefor within fifteen (15) days after the date on which the Taxes are paid. Notwithstanding any provision in this Agreement to the contrary, Seller shall have sole discretion and control over any and all Income Tax Returns required to be filed by or in respect of a Sale Entity for a taxable period or portion thereof ending on or prior to the Closing Date. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Non-Income Tax Returns of the Sale Entities for Tax periods that begin before or on the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall deliver to Seller Tax Returns pertaining to the Straddle Period for Seller’s review at least fifteen (15) days before the date on which such Tax Return is required to be filed, or as soon as reasonably possible if the Tax Return is required to be filed within ninety (90) days following the Closing Date. Seller shall review such Tax Returns within ten (10) days after the delivery of such Tax Returns. Seller will be deemed to have approved such Tax Returns as prepared by Buyer if they fail to submit comments within such ten (10) day review period. If Seller delivers comments to Buyer within such ten (10) day review period, Buyer and Seller shall use good faith efforts to resolve any dispute in connection with or by reason such comments. In the event Buyer and Seller are unable to agree on any such revisions within ten (10) days after Seller provides its comments, Buyer and Seller shall engage the Independent Auditor to resolve the matter, and the Independent Auditor’s determination shall be final and binding on the Parties. The Independent Auditor shall resolve the dispute within twenty (20) days after the item has been referred to it. Notwithstanding anything to the contrary in this Section 5.3(b)(ii), Buyer shall be entitled to file on behalf of the execution Sale Entities, or cause to be filed, the applicable Tax Return without having incorporated Seller’s proposed changes if necessary to avoid a late filing of this Agreement such Tax Return. If the Independent Auditor’s resolution of the dispute necessitates the amendment of a Tax Return filed in accordance with the previous sentence, then Buyer shall cause an amended Tax Return to be filed that reflects such resolution. The fees and expenses of the Transactions Independent Auditor shall be borne by each Party in the Company. The party hereto responsible percentage inversely proportionate to the percentage of the total items submitted for filing any necessary Tax Returns dispute that are resolved in such Party’s favor. (iii) Seller shall pay, or cause to be paid, to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to Transfer Taxes under applicable Law shall cause a Straddle Period an amount equal to the portion of such Taxes, if any, which relates to the portion of such Tax Returns period ending on the Closing Date, after taking into account any prepayments or deposits made by or on behalf of a Sale Entity on or before the Closing Date. Notwithstanding the foregoing, Seller shall have no liability or obligation to pay any Taxes becoming due as a result of any breach of any covenant, representation, warranty, undertaking or other obligation imposed on Buyer or its Affiliates pursuant to this Agreement (including, for this purpose, any of the Sale Entities) on or after the Closing Date. For purposes of this Section 5.3(b)(iii), in the case of any Taxes that are imposed and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Tax period ending as of the Closing Date shall, in the case of any Taxes imposed on a periodic basis (such as real property Taxes), be deemed to be filedthe amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. In the case of non-periodic Taxes (i.e., such as Taxes that are (w) based upon or related to income or receipts, (x) imposed in connection with any capital or debt restructuring, (y) imposed in connection with any sale, distribution, or other transfer or assignment of property (real or personal, tangible or intangible), or (z) payroll, withholding, excise and similar Taxes), the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall be determined based on a closing of the books of the Sale Entities at the end of the Closing. (iv) Seller and Buyer agree that, except with respect to Tax incurred by Seller upon the sale of the Interests to Buyer pursuant to this Agreement, Buyer shall be responsible for all Taxes incurred by or with respect to the Sale Entities, whether resulting from the assets or operations of the Sale Entities or otherwise, for all Tax periods beginning after the Closing Date (including the portion of any Straddle Period beginning immediately after the Closing Date) to the extent attributable to the direct or indirect interest acquired by Buyer. In the event Taxes for which Buyer is responsible under this Section 5.3(b)(iv) are reduced because of Tax payments made by Seller or a Sale Entity on or before the Closing Date (whether through deposits, prepayments, credits, or otherwise), Buyer shall reimburse Seller therefor within five (5) days after the date on which Buyer realizes the benefit of the reduction. (c) Each Party shall provide the other Parties with such assistance as may reasonably be requested by the other Parties in connection with the preparation of any Tax Return, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and if required each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. Any information obtained pursuant to this Section 5.3 or pursuant to any other Sections hereof providing for the sharing of information relating to or review of any Tax Return or other schedule relating to Taxes shall be subject to the terms of the Confidentiality Agreement. (d) Except as otherwise provide herein, in the case of any audit, examination, or other proceeding (a “Tax Proceeding”) with respect to (i) any Tax period ending on or before the Closing Date and (ii) with respect to any other Tax period ending after the Closing Date for which Seller is or may be liable for any Taxes pursuant to this Agreement, Buyer shall inform Seller in writing of such Tax Proceeding within ten (10) days after the receipt by applicable LawBuyer of written notice thereof. In the event Buyer fails to timely provide Seller with written notice of such Tax Proceeding, Seller’s obligation to indemnify Buyer or its Affiliates hereunder shall be reduced to the extent of any Adverse Consequences arising as a result of such failure to notify. Buyer shall afford Seller, at Seller’s expense, the other parties hereto opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall join have the right, at Buyer’s expense, to attend and participate in such Tax Proceeding, but only to the execution extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any of its Affiliates. If Seller elects not to control the conduct of any such Tax ReturnsProceeding, Buyer shall control the conduct of such Tax Proceeding at Buyer’s expense, and Seller shall have the right (at Seller’s expense) to attend and participate in such Tax Proceeding. Neither Buyer nor Seller shall settle or compromise such Tax Proceeding without the prior written consent of the other, such consent not to be unreasonably withheld, conditioned, or delayed. Notwithstanding any other provision in this Agreement to the contrary, Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to Income Taxes of a Sale Entity for a Pre-Closing Tax Period, and Buyer shall have no right to participate to attend or participate in any such Tax Proceeding, or to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Seller or any of its Affiliates. (e) To the extent that a Sale Entity’s liability for Taxes for a taxable year or portion ending on or before the Closing Date (as computed in a manner consistent with Section 5.3(b)(iii), and after giving effect to any Tax credits or Tax abatements) is less than the amount of estimated Taxes paid by or on behalf of such Sale Entity with respect to all or a portion of such taxable year or period, Buyer shall pay Seller the difference within two (2) days of filing the relevant Tax Return that reflects such Tax. (f) Without duplication of amounts payable to Seller pursuant to this Section 5.3, any refund of Taxes paid or payable by or with respect to the Sale Entities, shall be paid within two (2) Business Days of receipt as follows, or to the extent payable but not paid due to offset against other Taxes shall be paid by the Party receiving the benefit of the offset within two (2) Business Days of such offset as follows: (i) to Seller if attributable to any Tax period or portion thereof ending on or before the Closing Date, or for any Straddle Period to the extent allocable, determined in a manner consistent with Section 5.3(b)(iii), to the portion of such Tax period beginning before and ending on the Closing Date; and (ii) to Buyer if attributable to any Tax period or portion thereof beginning after the Closing Date or for any Straddle Period to the extent allocable, determined in a manner consistent with Section 5.3(b)(iii), to the portion of such Tax period beginning after the Closing Date. Buyer shall cooperate, and shall cause each of its Affiliates and the Sale Entities to cooperate, in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate forms with the applicable Taxing Authority. (g) Except as provided otherwise herein, none of the Sale Entities shall take, and none of Buyer or any of its Affiliates shall permit or otherwise allow any of the Sale Entities to take, any action on the Closing Date that is not in the ordinary course of the Sale Entities’ businesses, including, but not limited to, the merger or liquidation of any of the Sale Entities or the distribution of any property in respect of any of the Sale Entities’ stock, partnership interests or membership interests, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. For this purpose, an action taken effective as of the Closing Date shall be treated as having been taken on the Closing Date. (h) Except as required by Law, neither Buyer nor any of its Affiliates shall (or shall cause or permit any of the Sale Entities to) take any action which could (A) increase Seller’s (or any of its Affiliates) liability for Taxes (including any liability of Seller to indemnify Buyer for Taxes pursuant to this Agreement) or (B) result in, or change the character of, any income or gain that Seller (or any of its Affiliates) must report on any Income Tax Return. (i) All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, or assignment of Tax liability between any of the Sale Entities and Seller or Seller’s Affiliates shall be terminated as of the Closing Date.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare For U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by purposes, (i) the parties hereto intend that the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”) and (ivii) respond this Agreement is intended to requests in connection with any auditsbe, examinations or other proceedings before and is hereby adopted as, a “plan of reorganization” within the IRS relating meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which the U.S. federal income tax treatment of relevant portions Parent, each Acquisition Sub and the Company are parties under Section 368(b) of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchCode. (b) Any transferThe parties hereto (i) shall use their respective reasonable best efforts to cause the Mergers to qualify, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (includingwill not take any action or cause any action to be taken which action would reasonably be expected to prevent the Mergers from qualifying, for the avoidance Intended Tax Treatment and (ii) shall not take any Tax reporting position inconsistent with the treatment of doubt, any Taxes imposed under the Mergers as a “reorganization” within the meaning of Section 4501 368(a) of the Code for U.S. federal, state and other relevant Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (as amended by c) In the Inflation Reduction Act event there is any tax opinion, comfort letter or other opinion in respect of 2022Tax consequences of or related to the Mergers required to be filed with the SEC in connection with the filing of the Form S-4 Registration Statement, H.R. 5376(i) to the extent such opinion relates to Parent, its equityholders immediately prior to the Closing or the Acquisition Subs, Parent shall use its reasonable best efforts to cause its tax advisors to provide such opinion, subject to customary assumptions and limitations, and (“Stock Buyback Tax”)ii) (collectivelyto the extent such opinion relates to the Company or the shareholders of the Company immediately prior to the Closing, “Transfer Taxes”) that become payable by any of the Company shall use its reasonable best efforts to cause its tax advisors or tax advisors to the Company Special Committee to provide such opinion, subject to customary assumptions and limitations. Each party shall use commercially reasonable efforts to execute and deliver customary Tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor. Notwithstanding anything herein to the contrary, the parties hereto in connection with shall not take any action nor fail to take any action if such action or by reason such failure is intended or is reasonably likely to prevent, cause a failure of, or impede the Intended Tax Treatment. (d) On or prior to the Closing Date, the Company shall deliver to Parent (i) a certificate on behalf of the execution Company, prepared in a manner consistent and in accordance with the requirements of this Agreement Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Transactions Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and (ii) a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); provided that, notwithstanding anything to the contrary, Parent’s sole remedy in the event the Company fails to deliver such certificate shall be borne by to make a proper withholding of Tax to the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if extent required by applicable Law. (e) The Company shall use commercially reasonable efforts to cooperate with Parent and its Affiliates to cause any Company Subsidiary that is treated as a corporation for U.S. federal income tax purposes to merge into the Surviving Company, which merger shall be effective after the Second Effective Time and occur, at Parent’s sole discretion, on the Closing Date after the Closing or after the Closing Date, provided that no officer or employee of the Company or Company Subsidiaries shall be obligated to execute documents prior to the Closing for purposes of effecting any such merger and the Company and Company Subsidiaries shall not be obligated to make or have be effective any Tax elections or Tax filings in connection therewith prior to the Closing. (f) The parties hereto acknowledge and agree that for purposes of determining the total value of Parent Common Stock to be received by the Company shareholders in the Merger Consideration pursuant to the transactions contemplated by this Agreement for U.S. federal income Tax purposes, the other value of each share of Parent Common Stock (the “Parent Trading Price”) shall mean the average of the daily volume-weighted average trading prices per share of the Parent Common Stock on the Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties hereto) on each of the five consecutive Trading Days ending on (and including) the Trading Day that is three Trading Days prior to the date of this Agreement. The parties hereto further agree that the valuation of the Parent Trading Price by reference to the methodology described in this Section 4.10(f) is intended to qualify for the “Safe Harbor Valuation Method” within the meaning of Section 4.01(1) of Rev. Proc. 2018-12 and no party hereto shall join in take any position for U.S. federal income Tax purposes inconsistent therewith, except to the execution extent otherwise required pursuant to a “determination” within the meaning of any such Tax ReturnsSection 1313(a) of the Code.

Certain Tax Matters. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, the Board of Managers shall appoint on an annual basis by a resolution executed by such parties, the LLP’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”). The parties hereto Tax Matters Member shall have the following rights and responsibilities: (i) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (ii) The Tax Matters Member is authorized to represent the LLP before the Internal Revenue Service (“IRS”) and any other taxing authority with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iii) The Tax Matters Member shall promptly inform each Holder of 5% or more of the Class B Membership Interests of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall cause their respective affiliates to) reasonably cooperate forward to such Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would affect such Members’ liability for taxes. The Tax Matters Member agrees to consult with one another such Class B Holders in providing information good faith with respect to any written notice of any inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable LLP without the parties hereto to (i) determine the U.S. federal income tax treatment prior written consent of a majority of the Transactions to holders of Class A Common StockB Holders that received the information in accordance with this Section, Founder Shares which consent shall not be unreasonably withheld or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchdelayed. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for Promptly following the avoidance of doubt, any Taxes imposed under Section 4501 written request of the Code (as amended Tax Matters Member, the LLP shall, to the fullest extent permitted by Law, reimburse and indemnify the Inflation Reduction Act of 2022Tax Matters Member for all reasonable expenses, H.R. 5376) (“Stock Buyback Tax”)) (collectivelyincluding reasonable legal and accounting fees, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with any administrative or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns judicial proceeding with respect to Transfer Taxes under applicable Law the tax liability of (i) the LLP and/or (ii) the Members in connection with the operations of the LLP. (c) The LLP shall prepare or cause such Tax Returns to be filedprepared the United States federal, state, local, foreign and any other required tax returns of the LLP and shall file or cause to be filed such returns on a timely basis, which returns may have been reviewed by the Independent Auditor. (d) The LLP shall transmit copies of the United States federal tax returns referenced in Section 4.3(c) to each Holder of 5% or more of the Class B Membership Interests on or before forty-five (45) calendar days before the due date of each such return, including any valid extensions thereto. The LLP shall not cause any such tax return to be filed unless a majority of the Class B Holders that received information in accordance with this Section have consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent); provided, however, that, if required by applicable Lawa majority of the Class B Holders that received information in accordance with this Section do not consent to the filing of any tax return at least fifteen calendar days before the due date, then the LLP (A) shall promptly notify the Class B Holders that received information in accordance with this Section of the disputed issues; and (B) may file such return after making a good faith effort to incorporate in such return any comments previously received from a majority of the Class B Holders that received information in accordance with this Section. (e) To the extent appropriate, the other parties hereto Holders of 5% or more of the Class B Membership Interests shall join be consulted in connection with the execution preparation and filing of any such Tax Returnstax returns contemplated by this Section 4.3.

Certain Tax Matters. (a) The None of the parties hereto shall (and each party shall cause their respective affiliates its Subsidiaries not to) knowingly take any action (or knowingly fail to take any reasonable action) which action (or failure to act), whether before or after the Effective Time, would reasonably cooperate with one another in providing information with respect be expected to prevent or impede the Transactions that is reasonably requested by one another and reasonably necessary to enable Merger from qualifying as a “reorganization” within the parties hereto to (imeaning of Section 368(a) determine the U.S. federal income tax treatment of the Transactions Code. The parties intend to holders of Class A Common Stockreport and shall report, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare for U.S. federal income Tax Returns reporting relevant portions purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Transactions consistent with Code unless otherwise required by a Governmental Entity as a result of a “determination” within the U.S. federal income tax treatment as mutually agreed by the parties hereto and (ivmeaning of Section 1313(a) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchCode. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added Each of the parties shall cooperate in good faith and other similar Taxes use its reasonable best efforts to obtain an opinion of DISH’s (including, for or the avoidance DISH Special Committee’s) tax counsel to be issued to DISH with respect to the treatment of doubt, any Taxes imposed under the Merger as a reorganization within the meaning of Section 4501 368(a) of the Code (as amended by the Inflation Reduction Act of 2022each such opinion, H.R. 5376) (a “Stock Buyback TaxTax Opinion”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in . In connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution rendering of any such Tax ReturnsOpinion, (i) EchoStar (and Merger Sub) shall deliver to such counsel a duly executed certificate containing such customary representations and warranties as shall be reasonably satisfactory in form and substance to such counsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Opinion (the “EchoStar Tax Certificate”), (ii) DISH shall deliver to such counsel a duly executed certificate containing such customary representations and warranties as shall be reasonably satisfactory in form and substance to such counsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Opinion (the “DISH Tax Certificate”), (iii) DISH and EchoStar shall provide such other information as is reasonably requested by such counsel for purposes of rendering any such Tax Opinion, and (iv) DISH’s (or the DISH Special Committee’s) tax counsel and tax advisors shall be entitled to rely upon representations contained in the DISH Tax Certificate and the EchoStar Tax Certificate in rendering any such Tax Opinion.

Certain Tax Matters. (a) The parties hereto All Transfer Taxes incurred in connection with this Agreement and the Contemplated Transactions shall be borne one-half (1/2) by Buyer and one-half (1/2) by Sellers. Buyer shall cause their respective affiliates to) reasonably cooperate with one another in providing information file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. To the Transactions that is reasonably requested extent required by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment applicable Tax Laws, Sellers or any of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure their Affiliates will join in the Registration Statement regarding execution of any such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions or other documentation. The party not making that payment of Transfer Taxes to the Transactions consistent with Governmental Authority shall pay its share of such Transfer Taxes within five (5) days after demand therefor (which demand may be made before the U.S. federal income tax treatment as mutually agreed payment of Taxes to a Governmental Authority) by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchpaying party. (b) Any transferTax Return to be prepared pursuant to the provisions of this Section 5.3(b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, documentaryexcept for changes required by changes in applicable Tax Laws or changes in fact (including the Section 338(h)(10) Election). Buyer shall not, salesand shall not cause or permit the Sale Entities or any of Buyer’s Affiliates to, use(i) amend, stamprefile or otherwise modify any Tax Return with respect to any of the Sale Entities for any Tax period or portion thereof ending on or prior to the Closing Date, registrationor (ii) enter into any closing agreement, excisesettle any Tax claim or assessment relating to any Sale Entity, recordingsurrender any right to claim a refund of Taxes, registration value added and consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Sale Entity for any Pre-Closing Tax Period, or take any other similar Taxes action relating to the filing of any Tax Return or the payment of any Tax, in each instance without obtaining the prior written consent of Sellers, which consent may be withheld in Sellers’ sole discretion. The following provisions shall govern the allocation of responsibility as between the Parties for certain Tax matters following the Closing Date: (i) Sellers shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns and all Non-Income Tax Returns for any of the Sale Entities for all Pre-Closing Tax Periods regardless of when they are to be filed. With respect to Non-Income Tax Returns filed after the Closing Date, Sellers shall deliver to Buyer for its review and comment a copy of such Non-Income Tax Returns for its review as soon as reasonably possible. Sellers shall reasonably consider any comments provided by Buyer. Notwithstanding the foregoing, in the event Sellers and Buyer disagree with respect to any Non-Income Tax Return prepared by Sellers pursuant to this Section 5.3(b)(i), Sellers may file such Non-Income Tax Return reflecting the position Sellers determine, in their sole discretion, to be appropriate unless a different position is required by applicable Law. Except as otherwise provided in this Section 5.3 (including, for the avoidance of doubt, any Taxes imposed under Section 4501 5.3(b)(iii)), Sellers shall pay, or cause to be paid on each of the Code (as amended by Sale Entities’ behalf, the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become Taxes payable by each of the Sale Entities with respect to all Pre-Closing Tax Periods, except to the extent of (A) Taxes that became due as any breach of any covenant, representation, warranty, undertaking or other obligation imposed on Buyer or its Affiliates pursuant to this Agreement (including, for this purpose, any of the parties hereto Sale Entities) on or after the Closing Date and (B) the portion of any Transfer Taxes for which Sellers are not responsible pursuant to Section 5.3(a), and if Sellers pay Taxes described in clause (A) or (B) on behalf of the Sale Entities or Buyer, the Sale Entities or Buyer shall reimburse Sellers therefor within fifteen (15) days after the date on which the Taxes are paid. Notwithstanding any provision in this Agreement to the contrary, Sellers shall have sole discretion and control over any and all Income Tax Returns required to be filed by or in respect of a Sale Entity for a taxable period or portion thereof ending on or prior to the Closing Date. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Non-Income Tax Returns of the Sale Entities for Tax periods that begin before or on the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall deliver to Sellers Tax Returns pertaining to the Straddle Period for Sellers’ review at least fifteen (15) days before the date on which such Tax Return is required to be filed, or as soon as reasonably possible if the Tax Return is required to be filed within ninety (90) days following the Closing Date. Sellers shall review such Tax Returns within ten (10) days after the delivery of such Tax Returns. Sellers will be deemed to have approved such Tax Returns as prepared by Buyer if they fail to submit comments within such ten (10) day review period. If Sellers deliver comments to Buyer within such ten (10) day review period, Buyer and Sellers shall use good faith efforts to resolve any dispute in connection with or by reason such comments. In the event Buyer and Sellers are unable to agree on any such revisions within ten (10) days after Sellers provide their comments, Buyer and Sellers shall engage the Independent Auditor to resolve the matter, and the Independent Auditor’s determination shall be final and binding on the Parties. The Independent Auditor shall resolve the dispute within twenty (20) days after the item has been referred to it. Notwithstanding anything to the contrary in this Section 5.3(b)(ii), Buyer shall be entitled to file on behalf of the execution Sale Entities, or cause to be filed, the applicable Tax Return without having incorporated Sellers’ proposed changes if necessary to avoid a late filing of this Agreement such Tax Return. If the Independent Auditor’s resolution of the dispute necessitates the amendment of a Tax Return filed in accordance with the previous sentence, then Buyer shall cause an amended Tax Return to be filed that reflects such resolution. The fees and expenses of the Transactions Independent Auditor shall be borne by each Party in the Company. The party hereto responsible percentage inversely proportionate to the percentage of the total items submitted for filing any necessary Tax Returns dispute that are resolved in such Party’s favor. (iii) Sellers shall pay, or cause to be paid, to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to Transfer Taxes under applicable Law shall cause a Straddle Period an amount equal to the portion of such Taxes, if any, which relates to the portion of such Tax Returns period ending on the Closing Date, after taking into account any prepayments or deposits made by or on behalf of a Sale Entity on or before the Closing Date. Notwithstanding the foregoing, Sellers shall have no liability or obligation to pay any Taxes becoming due as a result of any breach of any covenant, representation, warranty, undertaking or other obligation imposed on Buyer or its Affiliates pursuant to this Agreement (including, for this purpose, any of the Sale Entities) on or after the Closing Date. For purposes of this Section 5.3(b)(iii), in the case of any Taxes that are imposed and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Tax period ending as of the Closing Date shall, in the case of any Taxes imposed on a periodic basis (such as real property Taxes), be deemed to be filedthe amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. In the case of non-periodic Taxes (i.e., such as Taxes that are (w) based upon or related to income or receipts, (x) imposed in connection with any capital or debt restructuring, (y) imposed in connection with any sale, distribution, or other transfer or assignment of property (real or personal, tangible or intangible), or (z) payroll, withholding, excise and similar Taxes), the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall be determined based on a closing of the books of the Sale Entities at the end of the Closing. (iv) Sellers and Buyer agree that, except with respect to Tax incurred by Sellers upon the sale of the Interests to Buyer pursuant to this Agreement, Buyer shall be responsible for all Taxes incurred by or with respect to the Sale Entities, whether resulting from the assets or operations of the Sale Entities or otherwise, for all Tax periods beginning after the Closing Date (including the portion of any Straddle Period beginning immediately after the Closing Date) to the extent attributable to the direct or indirect interest acquired by Buyer. In the event Taxes for which Buyer is responsible under this Section 5.3(b)(iv) are reduced because of Tax payments made by Sellers or a Sale Entity on or before the Closing Date (whether through deposits, prepayments, credits, or otherwise), Buyer shall reimburse Sellers therefor within five (5) days after the date on which Buyer realizes the benefit of the reduction. (c) Each Party shall provide the other Parties with such assistance as may reasonably be requested by the other Parties in connection with the preparation of any Tax Return, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and if required each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. Any information obtained pursuant to this Section 5.3 or pursuant to any other Sections hereof providing for the sharing of information relating to or review of any Tax Return or other schedule relating to Taxes shall be subject to the terms of the Confidentiality Agreement. (d) Except as otherwise provide herein, in the case of any audit, examination, or other proceeding (a “Tax Proceeding”) with respect to (i) any Tax period ending on or before the Closing Date and (ii) with respect to any other Tax period ending after the Closing Date for which Sellers are or may be liable for any Taxes pursuant to this Agreement, Buyer shall inform Sellers in writing of such Tax Proceeding within ten (10) days after the receipt by applicable LawBuyer of written notice thereof. In the event Buyer fails to timely provide Sellers with written notice of such Tax Proceeding, Sellers’ obligation to indemnify Buyer or its Affiliates hereunder shall be reduced to the extent of any Adverse Consequences arising as a result of such failure to notify. Buyer shall afford Sellers, at Sellers’ expense, the other parties hereto opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall join have the right, at Buyer’s expense, to attend and participate in such Tax Proceeding, but only to the execution extent such Tax Proceeding pertains to a Sale Entity and does not involve Sellers or any of their Affiliates. If Sellers elect not to control the conduct of any such Tax ReturnsProceeding, Buyer shall control the conduct of such Tax Proceeding at Buyer’s expense, and Sellers shall have the right (at Sellers’ expense) to attend and participate in such Tax Proceeding. Neither Buyer nor Sellers shall settle or compromise such Tax Proceeding without the prior written consent of the other, such consent not to be unreasonably withheld, conditioned, or delayed. Notwithstanding any other provision in this Agreement to the contrary, Sellers shall have the sole right to control, settle, and compromise all Tax Proceedings related to Income Taxes of a Sale Entity for a Pre-Closing Tax Period, and Buyer shall have no right to participate to attend or participate in any such Tax Proceeding, or to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Sellers or any of their Affiliates. (e) To the extent that a Sale Entity’s liability for Taxes for a taxable year or portion ending on or before the Closing Date (as computed in a manner consistent with Section 5.3(b)(iii), and after giving effect to any Tax credits or Tax abatements) is less than the amount of estimated Taxes paid by or on behalf of such Sale Entity with respect to all or a portion of such taxable year or period, Buyer shall pay Sellers the difference within two (2) days of filing the relevant Tax Return that reflects such Tax. (f) Without duplication of amounts payable to Sellers pursuant to this Section 5.3, any refund of Taxes paid or payable by or with respect to the Sale Entities, shall be paid within two (2) Business Days of receipt as follows, or to the extent payable but not paid due to offset against other Taxes shall be paid by the Party receiving the benefit of the offset within two (2) Business Days of such offset as follows: (i) to Sellers if attributable to any Tax period or portion thereof ending on or before the Closing Date, or for any Straddle Period to the extent allocable, determined in a manner consistent with Section 5.3(b)(iii), to the portion of such Tax period beginning before and ending on the Closing Date; and (ii) to Buyer if attributable to any Tax period or portion thereof beginning after the Closing Date or for any Straddle Period to the extent allocable, determined in a manner consistent with Section 5.3(b)(iii), to the portion of such Tax period beginning after the Closing Date. Buyer shall cooperate, and shall cause each of its Affiliates and the Sale Entities to cooperate, in obtaining any Tax refund that Sellers reasonably believes should be available, including through filing appropriate forms with the applicable Taxing Authority. (g) Except as provided otherwise herein, none of the Sale Entities shall take, and none of Buyer or any of its Affiliates shall permit or otherwise allow any of the Sale Entities to take, any action on the Closing Date that is not in the ordinary course of the Sale Entities’ businesses, including, but not limited to, the merger or liquidation of any of the Sale Entities or the distribution of any property in respect of any of the Sale Entities’ stock, partnership interests or membership interests, without the prior written consent of Sellers, which consent may be withheld in Sellers’ sole discretion. For this purpose, an action taken effective as of the Closing Date shall be treated as having been taken on the Closing Date. (h) Except as required by Law, neither Buyer nor any of its Affiliates shall (or shall cause or permit any of the Sale Entities to) take any action which could (A) increase Sellers’ (or any of its Affiliates) liability for Taxes (including any liability of Sellers to indemnify Buyer for Taxes pursuant to this Agreement) or (B) result in, or change the character of, any income or gain that Sellers (or any of its Affiliates) must report on any Income Tax Return. (i) All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, or assignment of Tax liability between any of the Sale Entities and Sellers or Sellers’ Affiliates shall be terminated as of the Closing Date. (j) Election Under Section 338(h)(10). (i) Sellers and Buyer shall make, or cause to be made, a timely and effective joint election under Section 338(h)(10) of the Code and under any applicable similar provisions of state or local law with respect to the purchase of the interests in each Sale Entity specified by Buyer (all such elections being referred to collectively as the “Section 338(h)(10) Election”). (ii) Buyer shall prepare Internal Revenue Service Form 8023, required schedules thereto and any similar forms necessary to effectuate the Section 338(h)(10) Election under applicable state and local laws (collectively, the “Section 338(h)

Certain Tax Matters. (a) The parties hereto taxable year of the Company shall (and be the same as its Fiscal Year. The Chief Executive Officer shall cause their respective affiliates toto be prepared all Federal, state and local tax returns of the Company for each year for which such returns are required to be filed and, after approval of such returns by the Executive Committee, shall cause such returns to be timely filed, provided, however, that extensions shall be applied for unless otherwise approved by the Westxxxxx Xxxbers and the Alter Member. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Member shall make the election provided for in Section 754 of the Code, if, and only if the Member who or which has acquired any Units or a distribution of Company property with respect to which the election is made will have provided to the Tax Matters Member concurrently, or within 30 days after the Transfer of such Units, its undertaking to the effect that it, and its successors in interest hereunder, will reimburse the Company annually for its additional administrative costs incurred by reason of such election as determined by the auditor of the Company. The Tax Matters Member shall also make the election to amortize Organizational Expenses pursuant to Code Section 709 and the regulation promulgated thereunder. In addition, the Managing Member may cause the Company to make or refrain from making any and all other elections permitted by the tax laws of the United States, the several states and other relevant jurisdictions. The Company shall be treated as a partnership for tax purposes. The "Tax Matters Partner" for purposes of Section 6231(a)(7) of the Code (the "Tax Matters Member") shall be the Managing Member, subject to the right of the Alter Member to participate in all negotiations with respect to settlements. If a dispute as to the content of a tax return cannot be resolved to the reasonable satisfaction of all Voting Members prior to the required filing date therefor, the Managing Member shall have the right to direct the Chief Executive Officer to cause the Company's tax return to be filed as reasonably cooperate with one another approved by the Managing Member. The Tax Matters Member shall have all of the rights, duties, powers and obligations provided for in providing information Sections 6221 through 6232 of the Code with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.46 42

Certain Tax Matters. (ai) The parties hereto shall (During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause their respective affiliates toeach of its Subsidiaries to (A) reasonably cooperate timely file all material tax returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity ("Post-Signing Returns"); (B) timely pay all material taxes due and payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with one another in providing information past practice for all taxes payable but not yet due; (D) promptly notify Parent of any material suit, claim, action, investigation, audit or similar proceeding (collectively, "Actions") pending against or with respect to the Transactions that Company or any of its Subsidiaries in respect of any amount of tax and not settle or compromise any tax liability in excess of $10 million for individual claims, or $50 million in the aggregate, without Parent's prior written consent, which shall not be unreasonably withheld; (E) not make any material tax election, other than with Parent's prior written consent or other than in the ordinary course of business consistent with past practice; and (F) cause all existing tax sharing agreements, tax indemnity agreements and similar agreements, arrangements or practices to which the Company or any of its Subsidiaries is reasonably requested or may be a party or by one another and reasonably necessary which the Company or any of its Subsidiaries is or may otherwise be bound to enable the parties hereto to (i) determine the U.S. federal income tax treatment be terminated as of the Transactions Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax returns described in this Section 4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company and in a manner that does not distort taxable income, including by deferring income or accelerating deductions. The Company shall notify Parent upon the filing of any such material tax return and shall make such tax returns available to holders of Class A Common Stock, Founder Shares or SPAC Warrants, Parent. (ii) prepare disclosure Notwithstanding any other provision of this Agreement, the Company shall not permit any of its Subsidiaries incorporated outside the United States (a "Non-U.S. Subsidiary") to make a cash distribution to the Company or any of the Company's Subsidiaries incorporated in the Registration Statement regarding such U.S. federal income tax treatment, (iiiUnited States in excess of amounts described in Section 965(b)(2)(B) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by an "Excess Distribution") except to the Inflation Reduction Act extent the Company has provided Parent with substantiation, in a form reasonably satisfactory to Parent, that the deduction described in Section 965(a) of 2022the Code will apply to the entire amount of the Excess Distribution. For purposes of this Section, H.R. 5376a written opinion of a nationally recognized law firm to the effect that the deduction described in Section 965(a) (“Stock Buyback Tax”)) (collectivelyof the Code should apply to the entire amount of the Excess Distribution shall be a form of substantiation deemed reasonably satisfactory to Parent. Furthermore, “Transfer Taxes”) that become payable by notwithstanding any other provision of this Agreement, the Company shall not permit any of the parties hereto its Non-U.S. Subsidiaries to increase its indebtedness to any related person as described in connection with or by reason Section 965(b)(3) of the execution Code without the prior written consent of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause Parent, such Tax Returns consent not to be filedunreasonably withheld. For purposes of the preceding sentence, and if required indebtedness of a Non-U.S. Subsidiary to a related person shall include indebtedness of a Non-U.S. Subsidiary guaranteed by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsa related person.

Certain Tax Matters. (a) The parties hereto Election Under Section 338(h)(10) of the Internal Revenue Code. (i) SCT shall file a consolidated federal income tax return that includes the Company for the taxable year immediately preceding the current taxable year. (ii) Purchaser and SCT and their Affiliates shall (A) take, and shall cause their respective affiliates to) reasonably cooperate with one another each other to take, all reasonable actions necessary and appropriate (including, without limitation, the preparation, completion and timely joint filing by Purchaser and SCT of applicable IRS Forms, and the preparation, completion and timely filing of such other forms, returns, elections, schedules and other documents and instruments) to effect, perfect and preserve a timely election in providing information accordance with Section 338(h)(10) of the Code and all comparable elections permitted under applicable state, local or foreign law (collectively, the "Section 338(h)(10) Elections") with respect to the Transactions that is reasonably requested by one another Company; (B) report the purchase and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment sale of the Transactions to holders of Class A Common StockCompany consistent with the foregoing Section 338(h)(10) Elections; and (C) take no position contrary thereto or inconsistent therewith in any Tax Return, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, any discussion with or any proceeding before any Taxing authority or other governmental body or otherwise. (iii) prepare U.S. federal income Tax Returns reporting relevant portions The portion of the Transactions consistent with Allocable Consideration that comprises the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel consideration paid with respect to Tax matters will be the Shares, together with liabilities of the Company within the meaning of Treas. Reg. Section 1.338-5(b)(iii) (the "aggregated grossed-up basis") (as defined, and required to be rendered allocated pursuant to Section 338(h)(10) of the Code) ("Company Allocable Consideration") shall be determined in connection accordance with the TransactionsAllocation Schedule and the proper allocation of the Company Allocable Consideration among the Assets of the Company shall be in accordance with a "Preliminary Company Allocation Schedule" to be prepared by Purchaser and delivered to SCT, together with the Preliminary Allocation Schedule. Finalization of the Preliminary Allocation Schedule shall be in accordance with the principles and procedures set forth in Section 2.3(f), the parties hereto result of which shall be referred to as the "Company Allocation Schedule." The allocation set forth in such Company Allocation Schedule shall comply with the rules of Section 338 of the Code. Purchaser, SCT and their Affiliates agree that to be bound by the allocation set forth in no event will counsel to a party hereto be required to render an opinion regarding the Company Allocation Schedule for all purposes of Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchreporting. (b) Any transferSCT or the Company shall prepare and file (or cause to be prepared and filed) in a timely manner all Tax Returns of the Company (i) that are due on or before the Closing Date, documentarytaking into account extensions of time to file granted, sales, use, stamp, registration, excise, recording, registration value added or (ii) that are related to any taxable period ending on or before the Closing Date ("Pre-Closing Tax Period") and other similar Taxes (including, which have not been filed on or before the Closing Date. Purchaser and the Company shall do the same for the avoidance of doubt, any Taxes imposed under Section 4501 Tax Returns of the Code (as amended by Company after the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns Closing Date with respect to Transfer Taxes under applicable Law shall cause such any taxable period beginning before the Closing Date and ending after the Closing Date. The foregoing Tax Returns to be filedprepared and filed by each of Purchaser, SCT and the Company shall be prepared in accordance with applicable Tax laws and consistent with past practices. With respect to any Tax Return of the Company filed by SCT or the Company with respect to a Pre-Closing Tax Period pursuant to this Section 5.11(b), SCT shall provide Purchaser with a copy of such completed Tax Return (or, if such Tax Return is a consolidated, combined or similar Tax Return, the portion of such Tax Return that relates to the Company) on or prior to the due date of such Tax Return. With respect to any Tax Return required to be filed by Purchaser with respect to the Company pursuant to this Section 5.11(b), Purchaser shall provide SCT with a copy of such completed Tax Return (or, if such Tax Return is a consolidated, combined or similar Tax Return, the portion of such Tax Return that relates to the Company) and a statement certifying the amount of Tax shown on such Tax Return that is allocable to SCT pursuant to Section 10.1(b), together with appropriate supporting information and schedules at least 45 days prior to the due date (including extensions) for the filing of such Tax Return, and SCT shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. At least ten (10) days prior to the due date of a Tax Return to be filed by Purchaser pursuant to this Section 5.11(b), SCT shall make prompt payment to Purchaser (or to the applicable Taxing authority, if required appropriate, and promptly furnish proof of such payment to Purchaser) of the amount shown as allocable to SCT on a Tax Return and accompanying certifying statement provided to SCT by applicable Law, the other parties hereto shall join Purchaser pursuant to this Section 5.11(b). Purchaser and the Sellers agree to consult and resolve in good faith any issue arising out of the execution review of any such Tax ReturnsReturn to be filed by Purchaser pursuant to this Section 5.11(b). (c) All Tax sharing agreements and similar agreements (other than the provisions of this Agreement) that the Company is a party to shall be terminated with respect to the Company as of the Closing Date, and the Company shall not have any liability from and after the Closing Date under any such agreement. (d) Promptly after receipt by Purchaser (or one of its Affiliates) or any Seller (or one of its Affiliates) of written notice of the assertion or commencement of any material claim, audit, examination or other proposed change or adjustment by any Taxing Authority relating to the Company or any of the Purchased Assets from the SCT Sellers for any period beginning on or prior to the Closing Date (a "Tax Claim"), the recipient shall immediately notify the other Parties. Such notice shall contain factual information to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any Taxing authority in respect of any such asserted Tax Claim. From and after the Closing, SCT shall have the right to represent the Company's interests in any Tax audit or administrative or court proceeding relating to any Tax Claim, and to employ counsel of SCT's choice at its expense; provided, however, that Purchaser and its Representatives shall be permitted, at their expense, to participate in any such audit or proceeding. Notwithstanding the foregoing, from and after the Closing, neither SCT nor any Affiliate of SCT shall be entitled to settle, either administratively or after the commencement of Litigation, any Tax Claim which could reasonably be expected to affect the Company or Purchaser or its Affiliates with respect to any taxable period ending after the Closing Date without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed. Neither Purchaser nor any of its Affiliates shall be entitled to settle, either administratively or after the commencement of Litigation, any claim for Taxes of the Company for which SCT reasonably could be expected to be liable in whole or in part under Section 10.1(b) without the prior written consent of SCT, such consent not to be unreasonably withheld or delayed. (e) After the Closing Date, each of the Sellers and Purchaser shall (and cause their respective Affiliates to): (i) assist the other party in preparing any Tax Return or any amended Tax Return (provided, however, that Purchaser shall not file, or cause or permit to be filed, any amended Tax Return of the Company or in relation to the Purchased Assets or the Business, to the extent such amended Tax Return is reasonably likely to affect the Tax liability of the Company or any SCT Seller for any periods ending on or prior to the Closing Date, without the prior written consent of SCT, which consent shall not be unreasonably withheld or delayed) or in obtaining any refund of Taxes or other Tax benefit, including any payment or other benefit under the FILOT Program; (ii) cooperate fully in preparing for any audits of, or disputes with Taxing authorities; (iii) make available to the other party and any Taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; and (iv) furnish the other party with copies of all correspondence received from any Taxing authority in connection with any Tax Claim. Further, if Purchaser or the Company shall receive any refund or other payment or benefit with respect to the FILOT Program, to the extent the amount of any such refund or other payment or benefit relates to a taxable period ending on or prior to the Closing Date or to the portion of a Straddle Period ending on and including the Closing Date, Purchaser shall pay such amount to SCT within thirty (30) days following the receipt thereof, and if SCT or any SCT Seller shall receive any refund or other payment or benefit with respect to the FILOT Program, to the extent the amount of any such refund or other payment or benefit relates to a taxable period beginning after the Closing Date or to the portion of a Straddle Period beginning the day after the Closing Date, SCT or such SCT Seller shall pay such amount to Purchaser within thirty (30) days following the receipt thereof (it being understood, in either case, that any such refund or other payment or benefit relating to a Straddle Period shall be apportioned between the Parties on a per diem basis). Notwithstanding any other provision hereof, no Party shall be required unreasonably to obtain any document or provide any information not then in its possession to comply with this Section 5.11(e).

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to For United States federal income Tax purposes, (i) determine the U.S. federal income tax treatment parties intend that the Mergers, taken together, constitute an integrated plan of the Transactions to holders type contemplated in IRS Revenue Ruling 2001-46 and will qualify as a “reorganization” within the meaning of Class A Common Stock, Founder Shares or SPAC WarrantsSection 368(a) of the Code (the “Intended Tax Treatment”), (ii) prepare disclosure in this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Registration Statement regarding such U.S. federal income tax treatmentCode and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which the Company, Parent and Acquisition Sub are parties under Section 368(b) of the Code, and (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before intend that the IRS relating to Parent External Adviser Cash Consideration shall be treated as the U.S. federal income tax treatment receipt of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered cash consideration in connection with the Transactions, the parties hereto agree that Mergers and in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchexchange for Company Common Stock. (b) Any transferEach of the Company, documentaryParent, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, Acquisition Sub shall use its reasonable best efforts to cause the Mergers to qualify for the avoidance of doubtIntended Tax Treatment, including by not taking any Taxes imposed under Section 4501 action that such party knows is reasonably likely to prevent such qualification. Each of the Code Company, Parent, and Acquisition Sub shall report the Mergers and the other transactions contemplated hereby in a manner consistent with the Intended Tax Treatment. (c) Each of the Company and Parent shall use its reasonable best efforts to obtain the Tax opinion described in Section 7.3(d), including making representations and covenants requested by Tax counsel in order to render such Tax opinion. Prior to the Effective Time (or at such other times as amended requested by counsel), each of Parent and the Inflation Reduction Act Company shall execute and deliver to Tax counsel, tax representation letters reasonably requested by Tax counsel to enable the issuance of 2022the Tax opinion described in Section 7.3(d). Each of the Company, H.R. 5376Parent, the Parent External Adviser and Acquisition Sub shall use its reasonable best efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto representations and covenants made to Tax counsel in connection with or by reason furtherance of such Tax opinion. (d) During the execution period from the date of this Agreement and to the Transactions Effective Time, except as expressly contemplated or permitted by this Agreement, (i) Parent shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednot, and if required by applicable Lawshall not permit any of its Subsidiaries to, directly or indirectly, without the other parties hereto prior written consent of Company take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause Parent to fail to qualify as a RIC, and (ii) the Company shall join in not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the execution prior written consent of Parent, take any such Tax Returnsaction, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause the Company to fail to qualify as a RIC.

Certain Tax Matters. (a) The For U.S. federal income Tax purposes, (i) the parties hereto intend that the Mergers, taken together, should qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”) and (ii) this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which the Parent, the Acquisition Subs and the Company are parties under Section 368(b) of the Code. (b) Both prior to and following each of the First Effective Time and Second Effective Time, (x) Parent shall not make (or permit Acquisition Sub II to make) any election to classify Acquisition Sub II as a corporation for U.S. federal income Tax purposes, and (y) Parent, the Acquisition Subs and the Company shall use their respective commercially reasonable efforts, and shall cause their respective affiliates toSubsidiaries to use their commercially reasonable efforts, to take or cause to be taken any action necessary for the Mergers, taken together, to qualify for the Intended Tax Treatment, including (i) reasonably refraining from any action that such party knows, or is reasonably expected to know, is reasonably likely to prevent the Mergers, taken together, to qualify for the Intended Tax Treatment and (ii) not taking any tax reporting position inconsistent with the Intended Tax Treatment for U.S. federal (and applicable state and local) income Tax purposes, unless otherwise required pursuant to (i) a change in applicable Tax Law, or (ii) a “determination” within the meaning of Section 1313(a) of the Code (or corresponding or similar provision of state or local Tax Law). (c) Each of Parent and the Company shall reasonably cooperate with one another in providing information with respect and their respective counsel and use its commercially reasonable efforts to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to obtain (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common StockParent Tax Opinion, Founder Shares or SPAC Warrants, and (ii) prepare disclosure the Company Tax Opinion, in the Registration Statement regarding such U.S. federal income each case, including by executing and delivering customary tax treatment, representation letters (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection inconsistent with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and dated as of the Transactions shall date of such opinion) as Parent Tax Counsel and Company Tax Counsel may reasonably request in form and substance reasonably satisfactory to Parent Tax Counsel and Company Tax Counsel. Each of the Parties hereto further acknowledges and hereby agrees that it is not a condition to the Closing that (x) the Mergers, taken together, qualify for the Intended Tax Treatment or (y) the Parent Tax Opinion or Company Tax Opinion be borne by delivered to Parent and the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsrespectively.

Certain Tax Matters. (a) Each of AMH and ARPI shall use its respective commercially reasonable efforts (before and, as relevant, after the Parent Merger Effective Time) to cause the Parent Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided ARPI shall have received the opinion of counsel referred to in Section 8.3(f), the Parties shall treat the Parent Merger as a “reorganization” under Section 368(a) of the Code and no Party shall take any position for tax purposes inconsistent therewith, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (b) AMH and ARPI shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interests, penalties or additions to Tax, “Transfer Taxes”), and shall cooperate in attempting to minimize the amount of Transfer Taxes. Subject to Section 3.5(c)(iii), from and after the Partnership Merger Effective Time, AMH and AMH OP (or ARP OP) shall pay or cause to be paid, without deduction or withholding from any consideration or amounts payable to holders of shares of ARPI Common Stock, all Transfer Taxes. (c) The parties hereto Parties agree and acknowledge that the income, assets and operations of AMH OP and certain AMH Subsidiaries will affect the ability of ARPI to qualify as a REIT for its taxable year ending at the Parent Merger Effective Time. The Parties shall cooperate (and shall cause their respective affiliates toAffiliates, agents, and advisors to cooperate) and to take such actions (or, as applicable, refrain from taking actions) as reasonably cooperate with one another deemed necessary by ARPI or AMH to permit ARPI to qualify as a REIT for its taxable year ending at the Parent Merger Effective Time including, without limiting the foregoing, filing elections to treat each corporation in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment which ARPI acquires an interest as a result of the Transactions to holders Partnership Merger as a Taxable REIT Subsidiary of Class A Common Stock, Founder Shares ARPI on or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 Closing Date of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsParent Merger.

Certain Tax Matters. (a) After the Closing Date, the Partnership and Purchaser shall cooperate, and shall cause their respective Affiliates to cooperate, with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Business and the Purchased Ventures including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns and (iv) any administrative or judicial proceedings in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include the Partnership and Purchaser making available to each other all information and documents in their possession relating to the Business and the Purchased Ventures. The Partnership and Purchaser also shall, and shall cause their respective Affiliates to, make available to each other, as reasonably requested and available, personnel responsible for preparing, maintaining and interpreting information and documents relevant to Taxes. Any information or documents provided pursuant to this Section 5.4(a) shall be kept confidential by the Party receiving the information or documents, except (x) as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes, or (y) as required by Law or to employees, advisors or consultants of the Partnership, in each case who have a need to know such information, provided that such Persons either (A) agree to observe the terms of this Section 5.4(a) or (B) are bound by obligations of confidentiality to the Partnership of at least as high a standard as those imposed on the Partnership under this Section 5.4(a). Anything in this Agreement to the contrary notwithstanding, neither Purchaser nor any of its subsidiaries shall be required to provide to any Person any Tax Return (or copy thereof) of Purchaser or any consolidated, combined or unitary group that includes Purchaser or any of its subsidiaries. (b) The parties hereto agree that any amounts payable to the Partnership, as increased by any Assumed Liabilities, as adjusted to reflect such other relevant items, as determined by the parties in good faith, shall be allocated among the Purchased Assets for U.S. federal income tax purposes in the manner required by Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the agreed Property Purchase Price Allocation and parcel break-out contained in Section 5.4(b) of the Partnership Disclosure Schedules (the “Allocation Schedule”). No later than ninety (90) days after the finalization of the finally determined Post-Closing Adjustment pursuant to Section 2.14, the Partnership shall deliver to Purchaser an allocation of the Purchase Price, as adjusted pursuant to Section 2.14 (and all other relevant amounts) among the Purchased Assets in accordance and consistent with the Allocation Schedule (the “Draft Allocation”). In the event Purchaser disagrees with the Draft Allocation, Purchaser may, within thirty (30) days after delivery of the Draft Allocation, deliver a notice to such effect (the “Purchaser Allocation Notice”) to the Partnership, specifying those items as to which Purchaser reasonably disagrees and setting forth Purchaser’s proposed allocation of the Purchase Price, as adjusted pursuant to Section 2.14 (and all other relevant amounts). If Purchaser does not timely deliver the Purchaser Allocation Notice, the Draft Allocation shall become final. If the Purchaser Allocation Notice is duly delivered, the Partnership and Purchaser shall, during the twenty (20) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and all other relevant amounts). If the Partnership and Purchaser are unable to resolve the dispute within the twenty (20)-day period following the delivery of the Purchaser Allocation Notice, then the matter will be submitted to the Independent Accounting Firm to resolve the dispute, but in any event such resolution by the Independent Accounting Firm shall be consistent with the Allocation Schedule. Any allocation of the Purchase Price, as adjusted pursuant to Section 2.14 (and all other relevant amounts) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Account Firm shall incorporate, reflect and be consistent with the Allocation Schedule. Each of the Partnership and Purchaser shall be responsible for one-half of the fees and disbursements of the Independent Accounting Firm under this Section 5.4(b). The allocation as finally determined pursuant to this Section 5.4(b) (the “Allocation”) shall be appropriately adjusted to the extent necessary to reflect any payments made hereunder for federal income tax purposes and any indemnity payments made pursuant to Section 5.2(g) or Article 6. The parties shall (and shall cause their respective affiliates Affiliates to) reasonably cooperate with one another in providing information with respect to report the Transactions that is reasonably requested by one another relevant federal, state, local and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income other tax treatment consequences of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure purchase and sale contemplated under this Agreement in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions a manner consistent with the U.S. federal income tax treatment as mutually agreed by Allocation. None of the parties hereto and (iv) respond to requests or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in connection with any auditsTax proceeding, examinations in each case, except to the extent required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign law). (c) If a Third Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Excluded Taxes and a claim for Taxes that are not Excluded Taxes, and such claim for Taxes that are Excluded Taxes is not separable from such a claim for Taxes that are not Excluded Taxes, Partnership (if the claim for Taxes that are Excluded Taxes exceeds or reasonably would be expected to exceed in amount the claim for Taxes that are not Excluded Taxes) or otherwise Purchaser (Partnership or Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such third party claim (such third party claim, a “Tax Claim”). In such case, the other proceedings before party (Partnership or Purchaser, as the IRS case may be, the “Non-Controlling Party” shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Excluded Taxes and that are not Excluded Taxes (d) Anything in this Agreement to the contrary notwithstanding, the procedures relating to claims for indemnification for Taxes shall be governed exclusively by this Section 5.4, and the U.S. federal income tax treatment provisions of relevant portions Section 6.3 (other than Section 6.3(d)) shall not apply in respect thereto. The covenants, agreements and indemnification obligations in this Section 5.4 and Section 6.2(b)(iv) shall survive the Closing until the date that is thirty (30) days after the expiration of the Transactions. While the parties hereto do not anticipate that any opinion applicable statute of counsel with respect to limitations. (e) The Partnership, its subsidiaries and Purchaser shall cooperate in filing all required sales, use, transfer and other Tax matters will be required to be rendered returns and ancillary documents in connection with the Transactions, consummation of the parties hereto agree that in no event will counsel to a party hereto transactions contemplated by this Agreement. Purchaser shall pay and be required to render an opinion regarding the Tax consequences or considerations responsible for 100% of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added all documentary stamp and other similar Taxes transfer taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”including intangible taxes) that become payable by any of the parties hereto may be imposed in connection with or the transactions contemplated by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution on account of any such Tax ReturnsPurchased Real Property.

Certain Tax Matters. None of the Company, Parent, Merger Sub, Merger Sub II, or the Surviving Corporation shall knowingly take, agree to take or fail to take any action that would reasonably be expected to prevent or impede the Mergers from qualifying for the Intended Tax Treatment (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect including by causing Opco to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the be treated as other than a disregarded entity for U.S. federal income tax treatment purposes or by causing or permitting any Person other than Parent to own any interests in Opco). Each Party shall cooperate in good faith with reasonable requests made by the other Parties to determine the qualification of the Transactions to holders of Class A Common StockMergers for the Intended Tax Treatment, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered including in connection with the Transactionspreparation and filing of the Joint Proxy Statement or the Form S-4. Such cooperation shall include, if applicable, providing a certificate executed by an officer of the parties hereto agree that applicable Party with applicable representations and warranties reasonably requested by another Party’s tax advisors in no event will counsel to a party hereto be required to render connection with the delivery of an opinion regarding the qualification of the Mergers for the Intended Tax consequences Treatment (but only to the extent the applicable Party believes in good faith such representations and warranties are true and correct). In addition, as promptly as reasonably practicable after the date hereof, the Parties shall consider in good faith whether it would be advisable to convert Merger Sub II to a limited liability company (or considerations of any person other than its client or such clientto assign Merger Sub II’s shareholders or warrantholders immediately rights and obligations under this Agreement to a limited liability company) prior to the Transactions in their capacity as such. (b) Any transferEffective Time, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, including whether such conversion or assignment would reasonably be expected to facilitate the qualification of the Mergers for the avoidance of doubt, any Taxes imposed under Section 4501 Intended Tax Treatment. If the Company (acting upon the recommendation of the Code Special Committee) and Parent mutually agree that such conversion (as amended by or assignment) is advisable, Parent shall take all actions necessary or appropriate to effect such conversion (or assignment) and, to the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if extent required by applicable Law, the Parties shall negotiate and cooperate in good faith to enter into an appropriate amendment to this Agreement to give effect to such conversion (or assignment) and provide for other parties hereto changes necessitated thereby; provided that Parent shall join in not cause such a conversion (or assignment) if it would reasonably be expected to impose material adverse consequences to any Party (or the execution stockholders of any such Party), including if it would reasonably be expected to delay the Effective Time. The provisions of this Section 7.16 shall no longer apply if the Parties determine in good faith, after consultation with their respective tax advisors, that the Mergers should not qualify for the Intended Tax ReturnsTreatment. For the avoidance of doubt, each Party acknowledges and agrees that their respective obligations to effect the Mergers are not subject to any condition or contingency with respect to (a) the qualification of the Mergers for the Intended Tax Treatment or (b) the delivery of any certificate or opinion described in this Section 7.16.

Certain Tax Matters. (a) The None of the parties hereto shall (and each party shall cause their respective affiliates its Subsidiaries not to) take any action (or fail to take any reasonable action) which action (or failure to act), whether before or after the Effective Time, would reasonably cooperate with one another in providing information with respect be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto intend to report and, except to the Transactions that is reasonably requested extent otherwise obligated by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stocka Legal Requirement, Founder Shares or SPAC Warrantsshall report, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare for U.S. federal income Tax Returns reporting relevant portions purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Transactions consistent with Code. In the U.S. federal income tax treatment event that the Merger would reasonably be likely to fail to qualify as mutually agreed by a reorganization within the parties hereto and (ivmeaning of Section 368(a) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the TransactionsCode, the parties hereto agree (i) to cooperate in good faith to explore alternative structures that would permit the transactions contemplated hereby to qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) if each party to this Agreement in no event will counsel the exercise of its reasonable business discretion agrees to a party hereto be required pursue such an alternative structure, the parties shall enter into an appropriate amendment to render an opinion regarding this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that any actions taken pursuant to this Section 4.12(a) shall not (A) without the Tax consequences consent of the Company and Parent, alter or considerations change the amount, nature or mix of the Merger Consideration or (B) impose any person other than its client material, unreimbursed cost on Parent or the Company without the consent of such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchparty. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added Each of the parties hereto shall cooperate in good faith and other similar Taxes (including, for use its reasonable best efforts to obtain any opinion of Parent’s or the avoidance Company’s tax counsel to be issued with respect to the treatment of doubt, any Taxes imposed under the Merger as a reorganization within the meaning of Section 4501 368(a) of the Code (as amended by the Inflation Reduction Act of 2022each such opinion, H.R. 5376) (a “Stock Buyback TaxTax Opinion”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in . In connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution rendering of any such Tax ReturnsOpinion, (i) Parent (and Acquisition Sub) shall deliver to such counsel a duly executed certificate containing such customary representations and warranties as shall be reasonably satisfactory in form and substance to such counsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Opinion (the “Parent Tax Certificate”), (ii) the Company shall deliver to such counsel a duly executed certificate containing such customary representations and warranties as shall be reasonably satisfactory in form and substance to such counsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Opinion (the “Company Tax Certificate”), (iii) Parent and the Company shall provide such other information as is reasonably requested by such counsel for purposes of rendering any such Tax Opinion, and (iv) such counsel shall be entitled to rely upon representations contained in the Parent Tax Certificate and the Company Tax Certificate in rendering any such Tax Opinion.

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and shall file or cause such returns to be timely filed, provided that CastleRock Asset Management, Inc. shall have the Transactionsright to review and approve the Company’s income tax returns before they are filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution of this Agreement and Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the Transactions shall be borne by positions taken on the Company’s tax returns prepared in compliance with this Agreement. The party hereto Tax Matters Member will take no action which is reasonably expected to have a disproportionate adverse effect on one or more of the Members unless such action is approved by such adversely affected Members in writing. The Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and shall file or cause such returns to be timely filed. The Managing Member shall determine the Transactionsappropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the positions taken on the Company’s tax returns. The Tax Matters Member will take no action which is reasonably expected to have a disproportionate material adverse effect on one or more of this Agreement the Members unless such action is approved by such adversely affected Members in writing (and such approval shall not be unreasonably withheld); provided that the Transactions Tax Matters Member may take any action which is required in accordance with written advice from qualified counsel (which advice and counsel shall be borne by the Companyreasonably satisfactory to R. Xxxxx Xxxxxx, Jr.). The party hereto Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto Except as otherwise provided in this section hereof (relating to Transfer Taxes), Seller shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to be responsible for the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment payment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS all Taxes relating to the U.S. federal income tax treatment Assets for all taxable periods that end prior to the close of relevant portions business on the Closing Date. Responsibility for Taxes relating to the Assets for all taxable periods which include (but do not end on) the Closing Date shall be allocated between Purchaser and Seller in accordance with the method of Section 164(d) of the TransactionsCode, as amended. While The party which has the parties hereto primary obligation to do not anticipate so under applicable law shall file any Tax Return that any opinion of counsel with respect to Tax matters will be is required to be rendered filed in connection with respect of Taxes described in this section, and that party shall pay the TransactionsTaxes shown on such Tax Return and notify the other party in writing of the other party's share of Taxes for which it is responsible, if any, of the parties hereto agree that in Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other party shall reimburse by wire transfer of immediately available funds no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations later than ten days after receipt of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchnotice. (b) Any Purchaser and Seller shall each pay one-half of all transfer, documentaryrecording, sales, use, stamp, registration, excise, recording, registration value added use (including all bulk sales taxes) and other similar taxes and fees (collectively, the "Transfer Taxes") arising out of or in connection with the transactions effected pursuant to this Agreement. The party which has the primary obligation to do so under applicable law shall file any Tax Return that is required to be filed in respect of Taxes described 41 in this section, and that party shall pay the Taxes shown on such Tax Return and notify the other party in writing of the other party's share of Taxes for which it is responsible, if any, of the Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other party shall reimburse by wire transfer of immediately available funds no later than ten days after receipt of such notice. (includingc) Seller and the Purchaser shall provide each other with such assistance as reasonably may be requested by either of them in connection with (i) the preparation of any Tax Return, or (ii) any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the avoidance other party for reasonable out-of-pocket expenses incurred in providing such assistance, provided, however, that no independent contractors, such as accountants or attorneys, shall be consulted without the written consent of doubtthe party requesting assistance, which consent shall not be unreasonably withheld. (d) Seller shall deliver to the Purchaser at the Closing a true, correct and complete affidavit which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and which attests to Seller's non-foreign status (the "FIRPTA Affidavit"). If Purchaser receives the FIRPTA Affidavit at the Closing, Purchaser shall not withhold any Taxes imposed of the consideration paid to Seller under this agreement pursuant to Section 4501 1445 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”and regulations thereunder)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

Certain Tax Matters. (a) The parties hereto Vendors and the Covenantors shall (jointly and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another severally indemnify XFM and reasonably necessary to enable the parties hereto hold it harmless from and against any loss, claim, liability, expense, or other damage attributable to (i) determine any and all taxes (or the U.S. federal income tax treatment non-payment thereof) of any member of the Transactions to holders Group or the Company or any subsidiary of Class A Common Stock, Founder Shares the Company for all taxable periods ending on or SPAC Warrantsbefore the Closing Date ("PRE-CLOSING TAX PERIOD"), (ii) prepare disclosure in all taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Registration Statement regarding such U.S. federal income tax treatmentGroup (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, and (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto any and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations all taxes of any person (other than its client any member of the Group) imposed on any member of the Group as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring before the Closing. Payment in full of any amount due from the Vendors and/or Covenantors under this Clause 9.7 shall be made to XFM in immediately available funds at least two Business Days before the date payment of the taxes to which such client’s shareholders or warrantholders immediately prior payment relates is due, or, if no tax is payable, within fifteen days after written demand is made for such payment. Notwithstanding the foregoing, (i) XFM shall provide the Vendors and the Covenantors with reasonably prompt written notice of any proposed tax adjustment that may give rise to the Transactions Vendors and Covenantors' indemnification obligation hereunder, shall cooperate with the Vendors and Covenantors and permit the Vendors and/or the Covenantors to participate, at their own expense, in their capacity as such. the audit or other proceeding. Notwithstanding the preceding sentence, in the event that Vendors and/or Covenantors want to accept a proposed settlement of a tax claim for which they have an indemnity obligation pursuant to this Clause 9.6 (bthe "TAX SETTLEMENT OPTION") Any transferand XFM determines that it prefers to pursue the tax claim further, documentaryXFM may pursue the tax claim without the participation of Vendors or the Covenantors PROVIDED THAT in such case the maximum amount of liability of the Vendors and the Covenantors under such tax claim shall not exceed the amount for which they would have been liable if the Tax Settlement Option were accepted. In the case of any taxable period that ends on or before the Closing Date (a "STRADDLE PERIOD"), sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, the amount of any taxes based on or measured by income or receipts of the Group or any member thereof for the avoidance of doubt, any Taxes imposed under Section 4501 Pre-Closing Tax Period shall be determined based on an interim closing of the Code (books as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason close of business on the Closing Date, and the amount of other taxes of the execution Group for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of this Agreement such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the Transactions shall be borne by denominator of which is the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause number of days in such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsStraddle Period.]

Certain Tax Matters. (a) The parties hereto shall (Each of Charter Inc. and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect Crescent Operating, to the Transactions that is reasonably requested by one another and reasonably necessary extent related to enable its ownership of interests in CBHS or its participation in CBHS as a member prior to the parties hereto to Closing Date, (i) determine will each provide the U.S. federal income tax treatment other with such assistance as may reasonably be requested by either of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered them in connection with the Transactionsassessment of taxes, any audit or other examination by any taxing authority, any judicial or administrative proceedings relating to liability for taxes; (ii) will each retain and provide the parties hereto agree other with any records or information which may be reasonably necessary to such assessment, audit or examination, proceeding or determination; and (iii) will each provide the other with the final determination of any such audit or examination, proceeding or determination that in no event will counsel to a party hereto be affects any amount required to render an opinion regarding be shown on any return of the Tax consequences or considerations of other for any person period. The party requesting assistance hereunder shall promptly reimburse the other than its client or for reasonable expenses incurred for providing such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchassistance. (b) Any transferCharter Inc. and Crescent Operating shall cooperate fully, documentary, sales, use, stamp, registration, excise, recording, registration value added as and other similar Taxes (including, for to the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended extent reasonably requested by the Inflation Reduction Act other party, in connection with any audit, litigation or other proceeding with respect to taxes and with the preparation of 2022, H.R. 5376any tax returns to the extent related to its ownership of interests in CBHS or its participation in CBHS as a member prior to the Closing Date. (c) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any Each of the parties hereto acknowledges that CBHS or its successor intends to make an election (the "Election") pursuant to Section 754 of the Internal Revenue Code of 1986, as amended, to step up the basis of the assets of CBHS as a result of the sale of the Charter LLC Interest and agrees to cooperate with CBHS or its successor in making the Election by, among other things, providing to CBHS such information as is reasonably necessary to enable CBHS to determine the basis of its assets following the Election, provided that none of the parties hereto shall be required to take any action in connection with the Election that would adversely affect such party or by reason of its respective rights and benefits under this Agreement. Within 30 days from the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable LawClosing Date, the other parties hereto shall join in use commercially reasonable best efforts to cause CBHS to make the execution of any such Tax ReturnsElection.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the Parties agree that, for U.S. federal income tax treatment purposes, the contribution of the Transactions NJNR Interests to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions DM Sub constitutes a capital contribution by Contributor of the Transactions NJNR Interests to DM in a transaction governed by Section 721 of the Code and each Party agrees that it will treat and report the contribution consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchforegoing. (b) Contributor shall cause Iroquois to allocate Iroquois’ items of taxable income, loss, gain, deduction and credit for the taxable year which includes the Closing Date between Contributor and DM Sub in accordance with the interim closing of the books method. (c) Contributor acknowledges that the general partner of DM will apply the remedial method, within the meaning of Treasury Regulation section 1.704-3(d), to tax items that DM will allocate to its partners as required by Section 6.2(b) of the DM LPA.​​​​ Contributor further acknowledges that the foregoing allocation method will result in DM making remedial income allocations to Contributor with respect to the NJNR Interests held by DM. (d) Any transferTransfer Taxes incurred in connection with the contribution of the NJNR Interests pursuant to this Agreement shall be borne 50% by Contributor and 50% by the Acquirer Parties. Each Party shall file, documentaryto the extent required by applicable Tax Law, sales, use, stamp, registration, excise, recording, registration value added all necessary Tax Returns and other similar documentation with respect to all Taxes (includingfor which such Party is responsible hereunder. In addition, for each Party shall provide the avoidance other Party with such assistance as may be reasonably requested by the other Party or otherwise required by applicable Tax Law in connection with the preparation, execution and/or filing of doubtany Tax Return and other related documentation, any Taxes imposed under audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (e) In addition to the information provided on Schedule 3.5 hereto, Contributor shall provide the Acquirer Parties with all additional information reasonably requested by the Acquirer Parties regarding the Contributor’s tax basis with respect to its NJNR Interests to the extent known (or reasonably obtainable) by the Contributor. The Contributor acknowledges and agrees that the Acquirer Parties will and may rely on such tax basis information (as updated for additional information after Closing), which will be provided as soon as reasonably practical, but in no event more than sixty (60) days after Closing, in determining the Contributor’s share of taxable income, loss, gain, and deduction for purposes of Section 4501 704(c) of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns Treasury Regulations thereunder with respect to Transfer the New DM Units. The Acquirer Parties shall have no indemnification obligation under this Agreement (including pursuant to Section 8.1(b)) to the extent the Contributor suffers any Adverse Consequences attributable to increased liability for Taxes that are attributable solely to the inaccuracy of the tax basis information provided under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsSection 3.5 or under this Section 5.4(e).

Certain Tax Matters. (a) The parties hereto Buyers and Seller shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and shall cause their respective affiliates torecords) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS assistance relating to the U.S. federal income tax treatment Purchased Assets as is reasonably necessary for the preparation and filing of relevant portions any Tax Return, for the preparation for any audit and for the prosecution or defense of the Transactionsany claim, suit or proceeding relating to any proposed adjustment. While the parties hereto do not anticipate that any opinion of counsel with respect Buyers and Seller agree to Tax matters will be required retain or cause to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior retained all books and records pertinent to the Transactions in their capacity as suchPurchased Assets until the applicable period for assessment under Applicable Law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Governmental Entity. (b) Any transfer, documentaryBuyers and Seller anticipate that no excise, sales, use, stampvalue added, registration, excisestamp, recording, registration value added documentary, conveyancing, franchise, property, transfer, gains and other similar Taxes (includingTaxes, for the avoidance of doubtlevies, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) charges and fees (collectively, “"Transfer Taxes”") that become payable by will be due as a result of this Agreement or the transaction contemplated hereby. If any of the parties hereto Transfer Taxes are incurred in connection with or the transactions contemplated by reason of the execution of this Agreement and the Transactions Agreement, then such Transfer Taxes shall be borne by the CompanySeller. Buyers and Seller shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documen­tation. The party hereto responsible for filing any necessary Tax Returns Party that is required by Applicable Law to make the filings, reports, or returns with respect to any applicable Transfer Taxes under applicable Law shall cause such Tax Returns to be fileddo so, and if the other Party shall cooperate with respect thereto as necessary. (c) Buyers and Seller agree to utilize or cause their respective Affiliates to utilize the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting. (d) Buyers and Seller agree that any indemnity payments made under Article VIII will be treated as an adjustment in the Purchase Price for federal, state, local and foreign income tax purposes unless otherwise specifically required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnslaw.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne fifty percent (50%) by the CompanySeller and fifty percent (50%) by Purchaser and paid when due. The party hereto responsible Parties agree to execute and deliver to each other such resale, occasional sale, or similar certificates as may be requested in order to qualify for filing available exemptions from Transfer Taxes. Seller shall, at its own expense, timely file any necessary Tax Returns Return or other document with respect to Transfer Taxes, and Purchaser shall cooperate with respect thereto as necessary. Seller has notified (and Purchaser may notify) all of the Governmental Authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities. If any Governmental Authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied. (b) Seller shall include the Purchased Assets and any items of income, gain, loss, deduction, and tax credit with respect to the Purchased Assets and properly allocable under applicable Tax Law shall cause such to a Pre-Closing Tax Returns to be filedPeriod on Seller’s federal, state, local and if required by applicable Law, the other parties hereto shall join in the execution of any such non-U.S. income Tax Returns. (c) Purchaser shall prepare and file any Tax Returns that are required to be filed with respect to the Purchased Assets that are filed after the Closing Date. Seller shall pay to Purchaser the amount of any property and similar ad valorem Taxes with respect to the Purchased Assets allocable to the pre-Closing portion of any Straddle Period within five (5) Business Days of the receipt of a request from Purchaser for such payment. (d) Any and all existing Tax indemnification, sharing, allocation, and similar agreements (whether written or not) binding upon the Purchased Assets or the Business shall be terminated as of the Closing Date.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to Payment of Taxes on the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment Sale of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the TransactionsPurchased Assets. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, All sales, use, stamp, registration, excise, recording, title transfer and registration value added and other similar transfer Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution sale or transfer of this Agreement and the Transactions Purchased Assets (collectively, "Transfer Taxes") shall be borne paid by the CompanyResponsible Party, as herein defined; provided, however, that notwithstanding the foregoing, Buyer shall pay any transfer fees or sales taxes for any titled vehicles included in the Purchased Assets. The party hereto responsible for filing any necessary Tax Returns As used herein, the Responsible Party shall be Buyer, except with respect to Transfer Taxes under applicable Law which are solely the responsibility of the seller of assets as a matter of law, in which case the Responsible Party shall cause such Tax Returns be NSC. To the extent that a party other than the Responsible Party is required to be filed, and if required by applicable Lawfile tax returns relating to Transfer Taxes (the "Filing Party"), the Filing Party shall prepare such tax returns and provide copies thereof to the Responsible Party prior to filing such tax returns. Upon filing such tax returns relating to Transfer Taxes, the Filing Party shall make payment of such Transfer Taxes, whereupon the Responsible Party shall reimburse the Filing Party for the amount so paid, provided that the Responsible Party may elect to make payment directly to the applicable Governmental Body, in which case the parties shall cooperate to coordinate the filing of the applicable tax returns and payment of the corresponding Transfer Taxes. To the extent that any Governmental Body seeks to collect Transfer Taxes from any party other parties hereto than the Responsible Party, the Responsible Party shall join in pay, or reimburse such other party for payment of, such Transfer Taxes, provided that such other party shall give prompt notice to the execution Responsible Party of any such Tax Returnscollection efforts and shall permit the Responsible Party to control any proceedings contesting any such Transfer Taxes. Each party agrees to cooperate with the other to qualify for any exemptions for Transfer Taxes, and to execute any and all resale certificates or other documents or other forms reasonably necessary to qualify for any such exemptions.

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and shall file or cause such returns to be timely filed, provided that Conquest Capital Group LLC shall have the Transactionsright to review and approve the Company’s income tax returns before they are filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution of this Agreement and Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the Transactions shall be borne by positions taken on the Company’s tax returns prepared in compliance with this Agreement. The party hereto Tax Matters Member will take no action which is reasonably expected to have a disproportionate adverse effect on one or more of the Members unless such action is approved by such adversely affected Members in writing. The Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any All transfer, documentary, sales, use, value-added, gross receipts, stamp, registrationregistration or other similar transfer taxes incurred in connection with the purchase, excisesale and transfer of the Company Shares as contemplated by the terms of this Agreement, recordingincluding all recording or filing fees, registration value added notarial fees and other similar costs of Closing, that may be imposed, payable, collectible or incurred (“Transfer Taxes”), shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller when due, whether levied on the Buyer or Seller. Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily responsible under the applicable local Law for filing such Tax Returns, and such party will use its commercially reasonable efforts to provide such Tax Returns to the other party at least ten (including10) days prior to the due date for such Tax Returns. Buyer and Seller shall cooperate with each other in order to minimize applicable Transfer Taxes in a manner that is mutually agreeable and in compliance with applicable Law, and shall to that extent execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Transfer Taxes to be assessed and paid in accordance with applicable Law. (b) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information relating to the Company and its Subsidiaries (including reasonable access to books and records) and assistance (at the expense of the requesting party) as is reasonably requested for the filing of any Tax Return, the conduct of any Tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. Any information obtained under this Section ‎6.7‎(b) shall be kept confidential, except (i) as may be otherwise necessary in connection with the filing of any Tax Return or claims for refund or in conducting a Tax audit or other proceeding or prosecuting or defending any claim, suit or proceeding relating to any Tax matter, or (ii) with the consent of Seller or Buyer, as the case may be. Bxxxx and Seller shall reasonably cooperate with each other in the conduct of any Tax audit or other Tax proceedings and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section ‎6.7‎(b). For the avoidance of doubt, and notwithstanding anything to the contrary herein, in no event shall Seller and its Affiliates have any rights to review any consolidated, combined, unitary or similar Tax Return that includes Buyer or its Affiliates, nor shall Buyer and its Affiliates have any right to review any consolidated, combined, unitary or similar Tax Return filed by Seller or its Affiliates, other than a Tax filing by a group as to which the Company or any of its Subsidiaries is the parent. (c) For purposes of this Agreement, when apportioning Taxes with respect to a Straddle Tax Period, (x) in the case of any Taxes that are imposed under Section 4501 on a periodic basis, including property taxes and other such ad valorem Taxes that are imposed on a periodic basis, the portion of such Tax that relates to the portion of the Code Straddle Tax Period ending on and including the day prior to the Closing Date shall, be deemed to be the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days from the beginning of such Straddle Tax Period through and including the day prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Tax Period, and (as amended y) in the case of any Tax other than those referenced in clause (x), be deemed equal to the amount of Tax which would be payable if the relevant Tax period ended on and included the day prior to the Closing Date based on an interim closing of the books. For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Tax Period ending on and including the day immediately prior to the Closing Date on a pro rata basis, determined by multiplying the Inflation Reduction Act entire amount of 2022such item allocated to the Straddle Tax Period by a fraction, H.R. 5376the numerator of which is the number of calendar days in the portion of the Straddle Tax Period ending on and including the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Tax Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section ‎6.7(c) shall be computed by reference to the level of such items at the end of the day immediately prior to the Closing Date. (“Stock Buyback Tax”)d) Prior to the Closing, all Tax sharing agreements and similar arrangements between (collectively, “Transfer Taxes”i) that become payable by any of the parties hereto in connection with Company and its Subsidiaries, on the one hand, and (ii) Seller or by reason any of its Affiliates (other than the execution of this Agreement Company and its Subsidiaries) on the Transactions shall other hand, will be borne by the Company. The party hereto responsible for filing any necessary Tax Returns terminated and will have no further effect with respect to Transfer the Company and any of its Subsidiaries for any Tax period (whether past, present or future), and, after the Closing, no additional payments will be made thereunder with respect to any Tax period, whether in respect of a redetermination of liability for Taxes under applicable Law shall cause such Tax Returns to be filedor otherwise. Seller will, and if required by applicable Lawwill cause its Affiliates to, the other parties hereto shall join take all steps necessary to ensure that each such termination is effective in the execution manner described above. (e) Seller and Buyer agree that the contribution of any the Company Shares to Buyer shall be implemented pursuant to the rollover tax regime set forth in Article 210-A and 210-B of the French Tax Code (the “French Code”) and for such Tax Returnspurposes they agree to comply with all of the provisions of Article 210-A and 210-B of the French Code and with the provisions of Exhibit C; provided, that Buyer shall have no liability to the Amundi Parties with respect thereto to the extent such covenants are not applicable to Buyer’s tax position, without prejudice to Bxxxx’s obligation to comply with the covenants.

Certain Tax Matters. (a) The parties hereto Notwithstanding anything herein to the contrary, the Company shall (have the right to deduct and shall cause their respective affiliates to) reasonably cooperate with one another in providing information withhold from any payment, dividend or distribution made with respect to the Transactions Shares (or upon the redemption of the Shares or Alternative Preference Shares or the issuance of Class A Shares or Alternative Preference Shares upon conversion of the Preferred Shares) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or issuance) under any applicable Tax law; provided that, prior to making any such deduction or withholding the Company shall provide notice to Purchaser of its intent to withhold and shall provide Purchaser with a reasonable opportunity to eliminate, reduce or otherwise mitigate any such deduction or withholding requirement and shall cooperate with the Purchaser in obtaining any available treaty relief. To the extent that is any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made. In the event the Company previously remitted any amounts to a Governmental Entity on account of Taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) on any shares without making a corresponding deduction or withholding from amounts distributable in respect of the applicable shares, the Company shall be entitled to offset any such amounts against any amounts otherwise payable in respect of such Shares (or the issuance of Class A Shares or Alternative Preference Shares upon conversion of the Preferred Shares). Notwithstanding anything herein or in the Articles of Amendment to the contrary, the Company has no intent under applicable law (including publicly available administrative statements) in effect on the date hereof to make any deduction or withholding for Taxes in respect of a conversion of the Preferred Shares into Class A Shares pursuant to Sections 5(a) and 5(c) of the Series 6 Articles of Amendment. The Company further agrees to cooperate with the Purchaser with regard to any other tax reporting or compliance matters reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered Purchaser in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchinvestment contemplated hereby. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

Certain Tax Matters. (a) The parties hereto Securityholders on the one hand, and Parent on the other hand, shall each bear fifty percent (and shall cause their respective affiliates to50%) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes such Taxes, and all conveyance fees, recording charges and other fees and charges (including, for the avoidance of doubt, including any Taxes imposed under Section 4501 penalties and interest) incurred in connection with consummation of the Code transactions contemplated by this Agreement (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement ), and the Transactions Party required by applicable Law, at its own expense, shall be borne by the Company. The party hereto responsible for filing any file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and and, if required by applicable Law, the other parties hereto shall Securityholders and/or Parent will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. (b) The Parties hereto each shall file all required federal, state, local, and non-U.S. income Tax returns and related returns and reports in a manner consistent with this Section 11.3 and shall maintain such reporting position unless otherwise required by applicable Law. (c) With respect to Tax Returns of the Company for any Pre-Closing Tax Period (including any Straddle Period, as defined below) which are required to be filed by the Company after the Closing Date, (i) the Company shall prepare and timely file (or cause to be prepared and timely filed) such Tax Returns, in accordance with the prior positions and practices of the Company to the extent permitted by applicable Law, and (ii) the Company shall provide any income or any other material Tax Return that reflects a Tax for which the Securityholders are liable with respect to a taxable period ending on or prior to the Closing Date to the Securityholders’ Representative as soon as practicable (and, in any event, at least twenty- five (25) days prior to the due date of any such Tax Return (including extensions)) for the Securityholders’ Representative’s review and comment; provided, that, for the avoidance of doubt, the failure to provide such Tax Returns shall not impair the Parent Indemnitees’ right to indemnification under this Agreement unless the Securityholders have been adversely affected by such failure. Each such Tax Return shall be final and binding on the Securityholders and Parent, unless, within fifteen (15) days after the date of receipt by the Securityholders’ Representative of such Tax Return, the Securityholders’ Representative delivers to the Company a written request for changes to such Tax Return. If the Securityholders’ Representative delivers such a request, then the Company shall make or cause to be made such changes to such Tax Return as are reasonably requested by the Securityholders’ Representative except to the extent inconsistent with past practice or applicable Law. (d) All Tax-sharing agreements or similar agreements (other than any arrangement entered into in the ordinary course of business and not primarily related to Taxes) with respect to or involving the Company shall be terminated as of the Closing Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder. (e) For purposes of this Section 11.3, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, sales, receipts, uses, transfers or assignments of property, or payments to other Persons (including wages) of the Company for the portion of the taxable period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis, and the amount of other Taxes of the Company for a Straddle Period that relates to the portion of the taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. (f) Except as otherwise required by applicable Law and to the extent such action could reasonably be expected to cause the Securityholders to be liable for any amounts under this Agreement, none of Parent, the Company or any of their respective Affiliates shall (or shall cause or permit the Company to) (i) amend, re-file or otherwise modify any Tax Return relating in whole or in part to any of the Company with respect to any Pre-Closing Tax Period, (ii) make any election under Section 336 or 338 of the Code or other similar provision of applicable Law in connection with the transactions provided for herein or make any Tax election in a post-Closing Tax Return that has retroactive effect to any Pre-Closing Tax Period, (iii) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company for a Pre-Closing Tax Period, (iv) (A) enter into any voluntary disclosure with any taxing authority or (B) approach any taxing authority with respect to a voluntary disclosure, in each case regarding any Tax or Tax Returns of the Company for a Pre-Closing Tax Period (including any voluntary disclosure with a taxing authority with respect to filing Tax Returns or paying Taxes for Pre-Closing Tax Period in a jurisdiction that the Company did not previously file a Tax Return or pay Taxes) or (v) except as contemplated by this Agreement, enter into any transactions on the Closing Date after the Closing outside of the ordinary course of business. (g) Except with respect to any Tax refunds arising from the carryback of any post-Closing Tax loss, deduction or credit, any refunds of Taxes paid with respect to any Pre-Closing Tax Period that are received by Parent or the Company (any such amount, the “Pre-Closing Tax Refund”) shall be for the account of the Securityholders to the extent that such Taxes were paid by the Company prior to the Closing Date, such Taxes were reflected in the calculation of Net Working Capital (as finally determined herein) or the Securityholders have otherwise borne, or agreed to indemnify any Parent Indemnitees for such Taxes, and Parent shall pay over to the Paying Agent (for the benefit of the Securityholders) any such Pre-Closing Tax Refund (or portion thereof), net of any Taxes imposed with respect to the receipt or payment of such refund or credit, within fifteen (15) days after receipt thereof. Parent shall cooperate with the Securityholders’ Representative in obtaining such Pre-Closing Tax Refunds, including through, at Securityholders’ cost and expense, the filing of amended Tax Returns or refund claims and to the extent permitted by applicable Law shall request and shall cause the Company to request, a refund (rather than a credit in lieu of refund) with respect to all Pre-Closing Tax Refunds.

Certain Tax Matters. (a) Each of BGC Partners and the Partnership shall, and shall cause its Affiliates to, provide to the other Party such cooperation, documentation and information relating to Berkeley Point and its Subsidiaries (including the Special Asset Servicing Group Assets) or their operations as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes or (iii) conducting any Tax proceeding. Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (b) Notwithstanding anything to the contrary in this Agreement, each of BGC Partners, on the one hand, and Cantor, on the other hand, shall pay, when due, and be responsible for, 50% of any sales, use, transfer, documentary, stamp, value added, goods and services and similar Taxes imposed on or payable with respect to the BP Sale (“Transfer Taxes”). The parties hereto Party responsible under Applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall (prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party. The Partnership and BGC Partners shall, and shall cause their respective affiliates Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application of imposition of any Transfer Taxes. (c) reasonably cooperate The Partnership shall be entitled to any refund or credit of Taxes imposed on or with one another respect to (i) any member of the BP Group for any Pre-Closing Tax Period, except to the extent such refund or credit is reflected as an asset in providing information Adjusted Closing Net Assets as finally determined hereunder and (ii) the Special Asset Servicing Assets or Liabilities or their ownership or operations. (d) For purposes of this Agreement, in the case of any Taxes of the BP Group that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall (i) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable for such Straddle Period if such Straddle Period ended on the Closing Date and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Transactions business or assets of the BP Group or otherwise measured by the level of any item (such as property taxes and similar taxes), be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item for the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. The Parties will, to the extent permitted by Applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. (e) After the Closing, Cantor shall have the right to control the conduct, through counsel of its own choosing, of any BP Tax Contest for any taxable period ending on or before the Closing Date (a “Cantor Tax Contest”); provided, that, without the consent of the BGC Parties, which consent shall not be unreasonably withheld, delayed or conditioned, Cantor shall not settle, compromise or concede any portion of such Tax Contest that is reasonably requested likely to result in a Tax Liability of Berkeley Point and its Subsidiaries for any taxable year or portion thereof beginning after the Closing Date; provided, further, that if Cantor fails to assume control of the conduct of any such Tax Contest within a reasonable period following the receipt by one another Cantor of notice of such Tax Contest, the BGC Parties shall have the right to assume control of such Tax Contest and reasonably necessary shall be able to enable settle, compromise or concede such Tax Contest in their reasonable discretion. The BGC Parties shall control the parties hereto conduct, through counsel of their own choosing, of any BP Tax Contest other than any Cantor Tax Contest; provided, that in the case of any such BP Tax Contest with respect to a Straddle Period, (i) determine the U.S. federal income tax treatment BGC Parties shall provide Cantor with a timely and reasonably detailed account of the Transactions to holders each stage of Class A Common Stock, Founder Shares or SPAC Warrantssuch Tax Contest, (ii) prepare disclosure the BGC Parties shall consult with Cantor and give Cantor a reasonable opportunity to comment before taking any significant action or submitting any written materials in the Registration Statement regarding connection with such U.S. federal income tax treatment, Tax Contest; (iii) prepare U.S. federal income the BGC Parties shall defend such Tax Contest diligently and in good faith as if they were the only parties in interest in connection with such Tax Contest, (iv) Cantor shall have the right to participate in such Tax Contest at its own expense, and (v) the BGC Parties shall not settle, compromise or concede any portion of such Tax Contest without the consent of Cantor, which consent shall not be unreasonably withheld, delayed or conditioned. Cantor, the Partnership and the BGC Parties shall furnish or cause to be furnished to each other, upon request, as promptly as reasonably practicable, such information (including access to books and records) and assistance relating to Berkeley Point and its Subsidiaries (including the Special Asset Servicing Assets) and their operation as is reasonably requested for the filing of any Tax Returns reporting relevant portions and the preparation, prosecution, defense or conduct of any Tax Contest. Cantor, the Partnership and the BGC Parties shall use reasonable best efforts to cooperate with each other in the conduct of any Tax Contest or other proceeding involving or otherwise relating to any Taxes of Berkeley Point and its Subsidiaries or any Taxes relating to the Special Asset Servicing Assets or Liabilities, or their ownership and operation, and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.3. (f) Cantor shall be responsible for the preparation and filing of all Tax Returns of any member of the Transactions BP Group for a taxable period ending on or before the Closing Date (any such Tax Return, a “Cantor Return”). Except as otherwise required by Applicable Law, all Cantor Returns shall be prepared in a manner consistent with the U.S. federal income tax treatment as mutually agreed by terms of this Agreement and, except to the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS extent relating to the U.S. federal income tax treatment Special Asset Servicing Assets or Liabilities, or their ownership or operation, past practice. To the extent it is necessary for the BGC Parties to cause Berkeley Point or any of relevant portions its Subsidiaries to file any Tax Return prepared by Cantor pursuant to this Section 7.3(f), the BGC Parties shall cause Berkeley Point or any of its Subsidiaries, as applicable, to sign each such Tax Return in a manner sufficient for filing. The BGC Parties shall be responsible for the Transactionspreparation and filing of all Tax Returns of Berkeley Point and its Subsidiaries due following the Closing other than any Cantor Returns. While In the parties hereto do not anticipate that case of any opinion Tax Return of counsel Berkeley Point or its Subsidiaries for a Straddle Period (any such Tax Return, a “Straddle Return”), the BGC Parties shall prepare such Tax Return in a manner consistent with respect past practice and the terms of this Agreement, in each case, except as otherwise required by Applicable Law. The BGC Parties shall deliver any such Straddle Returns to Cantor at least thirty (30) days prior to the date on which such Tax matters will be Return is required to be rendered filed. If Cantor disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Tax Return, notify the BGC Parties of such disputed item (or items) and the basis for its objection. The BGC Parties and Cantor shall negotiate in connection good faith for ten (10) days following the BGC Parties’ receipt of such notice to resolve any such disputed items. If the BGC Parties and Cantor are unable to resolve any disputed item during such ten (10)-day period, then any remaining disputed items, and only such remaining disputed items, shall be resolved by the Accounting Referee. The Accounting Referee shall be instructed to resolve any such remaining disputes in accordance with the Transactionsterms of this Agreement within ten (10) days after its appointment. The fees and expenses of the Accounting Referee attributable to such dispute shall be borne equally by Cantor, on the parties hereto agree that one hand, and the BGC Parties, on the other hand. The BGC Parties shall notify Cantor or any amounts for which Cantor is responsible under Section 9.2(a) in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations respect of any person other Straddle Return no later than its client or such client’s shareholders or warrantholders immediately ten (10) Business Days prior to the Transactions in their capacity as suchdate on which such Straddle Return is due, and Cantor shall remit such payment to the BGC Parties no later than five (5) Business Days prior to the date such Straddle Return is due. (bg) Any transferAfter the Closing, documentaryin furtherance of the agreements relating to the Special Asset Servicing Group Assets set forth in Section 2.3 and Section 3.2(a), salesthe Partnership and the BGC Parties shall cooperate to report for Tax purposes any relevant items (including items of income, usegain, stamploss, registrationdeduction, excisecredit or Tax) in respect of the Special Asset Servicing Group Assets or Liabilities, recording, registration value added and other similar Taxes (includingor their ownership or operation, for the avoidance of doubt, any Taxes imposed under Section 4501 Post-Closing Tax Period as items of the Code (as amended by the Inflation Reduction Act of 2022Partnership, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions Partnership shall be borne by control the Company. The party hereto responsible for filing preparation of any necessary Tax Returns Return and the conduct of any Tax Contest with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, thereto. (h) To the other parties hereto shall join in the execution extent of any such inconsistency between this Section 7.3 and Article IX, this Section 7.3 shall control as to Tax Returnsmatters.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the Parties agree that, for U.S. federal income tax treatment purposes, the contribution of the Transactions NJNR Interests to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions DM Sub constitutes a capital contribution by Contributor of the Transactions NJNR Interests to DM in a transaction governed by Section 721 of the Code and each Party agrees that it will treat and report the contribution consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchforegoing. (b) Contributor shall cause Iroquois to allocate Iroquois’ items of taxable income, loss, gain, deduction and credit for the taxable year which includes the Closing Date between Contributor and DM Sub in accordance with the interim closing of the books method. (c) Contributor acknowledges that the general partner of DM will apply the remedial method, within the meaning of Treasury Regulation section 1.704-3(d), to tax items that DM will allocate to its partners as required by Section 6.2(b) of the DM LPA. Contributor further acknowledges that the foregoing allocation method will result in DM making remedial income allocations to Contributor with respect to the NJNR Interests held by DM. (d) Any transferTransfer Taxes incurred in connection with the contribution of the NJNR Interests pursuant to this Agreement shall be borne 50% by Contributor and 50% by the Acquirer Parties. Each Party shall file, documentaryto the extent required by applicable Tax Law, sales, use, stamp, registration, excise, recording, registration value added all necessary Tax Returns and other similar documentation with respect to all Taxes (includingfor which such Party is responsible hereunder. In addition, for each Party shall provide the avoidance other Party with such assistance as may be reasonably requested by the other Party or otherwise required by applicable Tax Law in connection with the preparation, execution and/or filing of doubtany Tax Return and other related documentation, any Taxes imposed under audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (e) In addition to the information provided on Schedule 3.5 hereto, Contributor shall provide the Acquirer Parties with all additional information reasonably requested by the Acquirer Parties regarding the Contributor’s tax basis with respect to its NJNR Interests to the extent known (or reasonably obtainable) by the Contributor. The Contributor acknowledges and agrees that the Acquirer Parties will and may rely on such tax basis information (as updated for additional information after Closing), which will be provided as soon as reasonably practical, but in no event more than sixty (60) days after Closing, in determining the Contributor’s share of taxable income, loss, gain, and deduction for purposes of Section 4501 704(c) of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns Treasury Regulations thereunder with respect to Transfer the New DM Units. The Acquirer Parties shall have no indemnification obligation under this Agreement (including pursuant to Section 8.1(b)) to the extent the Contributor suffers any Adverse Consequences attributable to increased liability for Taxes that are attributable solely to the inaccuracy of the tax basis information provided under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsSection 3.5 or under this Section 5.4(e).

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered filed and shall file or cause such returns to be timely filed. Except as otherwise provided in connection with the Transactionsthis Operating Agreement, the parties hereto agree that in no event will counsel Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions preparation of such tax returns. Except as otherwise provided in their capacity this Operating Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the positions taken on the Company’s tax returns prepared in compliance with this Operating Agreement. Neither the Tax Matters Member nor the Managing Member, as to tax returns or tax matters, will take any action which is reasonably expected to have a disproportionate material adverse effect on one or more of this Agreement the Members unless such action is approved by such adversely affected Members in writing (and such approval shall not be unreasonably withheld); provided that the Transactions Tax Matters Member may take any action which is required in accordance with written advice from qualified counsel (which advice and counsel shall be borne by reasonably satisfactory to all of the CompanyMembers). The party hereto Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto shall Each Partnership Interest Contributor represents and warrants that: (i) Such Title Holding Partnership whose interest is being contributed by such Partnership Interest Contributor has timely filed (or has had timely filed on its behalf) or will timely file or cause to be timely filed, all Tax Returns required by applicable law to be filed by it prior to or as of the Closing Date. All such Tax Returns and shall cause their respective affiliates toamendments thereto are or will be true, complete and correct in all respects; (ii) reasonably cooperate with one another in providing information There has been no audit by a Tax authority with respect to any Tax Returns filed by, or Taxes due from, such Title Holding Partnership. No issue has been raised by any Tax authority in any audit of such Title Holding Partnership that if raised with respect to any other period not so audited could be expected to result in a material proposed deficiency for any period not so audited. No deficiency or adjustment for any Taxes has been threatened, proposed or asserted against such Title Holding Partnership. There are no liens for Taxes upon the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment assets of the Transactions to holders of Class A Common Stocksuch Title Holding Partnership, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, except liens for current Taxes not yet due; (iii) prepare U.S. federal income Tax Returns reporting relevant portions Such Title Holding Partnership has not given or been requested to give any waiver of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS statutes of limitation relating to the U.S. federal income tax treatment payment of relevant portions Taxes or has executed powers of the Transactions. While the parties hereto do not anticipate that any opinion of counsel attorney with respect to Tax matters matters, which will be required outstanding as of the Closing Date; 20 (iv) There are no changes in the tax accounting methods subject to Section 481(a) of the Code which have an ongoing effect to such Title Holding Partnership; (v) Such Partnership Interest Contributor is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate within the meaning of Section 1445 of the Code; (vi) The general partner of each Title Holding Partnership shall be rendered in connection with responsible for filing the Transactionsfinal Tax Return for 1998 for each of the respective Title Holding Partnerships; (vii) Attached as Exhibit N are true, correct and complete copies of the parties hereto agree that in no event will counsel federal Tax Returns filed by the Title Holding Partnerships for 1995, 1996 and 1997, including any and all amendments thereto; (viii) Such Title Holding Partnership whose interest is being contributed by such Partnership Interest Contributor is, and has been since its formation, classified as a partnership and not as an association taxable as a corporation for Federal income tax purposes for any period up to a party hereto be required to render an opinion regarding and including the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior Closing. The Internal Revenue Service has not challenged or, to the Transactions in their capacity knowledge of such Partnership Interest Contributor, threatened to challenge the status of such Title Holding Partnership as sucha partnership and not as an association taxable as a corporation for Federal income tax purposes. All Tax Returns and other filings have been filed on a basis consistent with such position for Federal income tax purposes. (b) Any transferEach Contributor represents and warrants that: (i) such Contributor is not a foreign person, documentaryforeign corporation, salesforeign partnership, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for foreign trust or foreign estate within the avoidance meaning of doubt, any Taxes imposed under Section 4501 1445 of the Code Code; (ii) Attached hereto as amended by Exhibit L is a statement acceptable to the Inflation Reduction Act Partnership of 2022(i) the Contributor's adjusted tax basis in the Property, H.R. 5376(ii) remaining depreciable life of such Property for federal income tax purposes, and (“Stock Buyback Tax”)iii) initial recovery period and depreciable method applicable to the Property or any depreciable component thereof; (collectively, “Transfer Taxes”iii) that become payable by any None of the parties hereto in connection with Property contributed by such Contributor constitutes tax-exempt bond financed property or by reason tax-exempt use property within the meaning of Section 168 of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filedCode, and if required none of the Property contributed by applicable Lawsuch Contributor is subject to a lease, safe harbor lease or other arrangement as a result of which such Contributor is not treated as the other parties hereto shall join in owner for federal income tax purposes; and (iv) Contributor has received no notice of liens for Taxes on the execution of any Property contributed by such Tax ReturnsContributor, except liens for current Taxes not yet due and payable.

Certain Tax Matters. (a) The parties hereto Tax Matters Partner shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Partnership for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and, subject to the Transactionsapproval of the General Partner as to the content of such tax returns as it relates to the General Partner, which approval shall not be unreasonably withheld, delayed or conditioned, shall file or cause such returns to be timely filed. The Tax Matters Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Tax Matters Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Glenrock shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Partner”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Partner shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution Code. Each Partner agrees that it will take no position on its individual tax returns inconsistent with the positions taken on the Partnership’s tax returns. The Tax Matters Partner will take no action which is reasonably expected to have a disproportionate material adverse effect on one or more of this Agreement the Partners unless such action is approved by such adversely affected Partners in writing (and such approval shall not be unreasonably withheld); provided that the Transactions Tax Matters Partner may take any action which is required in accordance with written advice from qualified counsel (which advice and counsel shall be borne by reasonably satisfactory to all of the CompanyPartners). The party hereto Tax Matters Partner will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Partners of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Partnership throughout any such proceeding. The Partners will furnish the Tax ReturnsMatters Partner with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Partners. The Tax Matters Partner will not bind any other Partner to any extension of the statute of limitations or to a settlement agreement without such Partner’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto Seller shall be liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Business or the Purchased Assets, in each case attributable to all periods prior to the Closing Date. Purchaser shall be liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Purchased Assets, in each case attributable to periods beginning on or after the Closing Date. (b) Seller or Purchaser, as the case may be, shall provide reimbursement for any Tax paid by the other that is the responsibility of Seller or Purchaser, respectively, in accordance with the terms of this Agreement. Within a reasonable time prior to the payment of any Tax by one party on behalf of any other party, the party paying the Tax shall give notice to such other party of the Tax for which it is responsible, although failure to do so shall not relieve the other party from its liability under this Agreement. (c) After the Closing, Seller on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective affiliates Affiliates to): (i) make available to the other parties hereto and to any taxing authority, as reasonably cooperate with one another in providing information requested, all information, records, and documents with respect to Taxes relating to the Transactions Business or the Purchased Assets and preserve that is reasonably requested by one another information and reasonably necessary to enable those records and documents until the parties hereto to (i) determine the U.S. federal income tax treatment expiration of the Transactions to holders any applicable statute of Class A Common Stocklimitations, Founder Shares or SPAC Warrants, including any extensions of that statute of limitations; (ii) prepare disclosure provide timely notices to the other parties hereto in writing of any pending or threatened Tax audits or assessments relating to the Registration Statement regarding such U.S. federal income tax treatment, Business or the Purchased Assets for taxable periods for which any other party hereto may have a responsibility under this Section 8.6 or otherwise; and (iii) prepare U.S. federal income Tax Returns reporting relevant portions of furnish the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the other parties hereto and (iv) respond to requests with copies of all correspondence received from any taxing authority in connection with any audits, examinations Tax audit or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel information request with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a any taxable period for which any other party hereto be required to render an opinion regarding the Tax consequences may have a responsibility under this Section 8.6 or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchotherwise. (bd) Any transferAfter the Closing, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, Purchaser shall promptly remit to Seller any Taxes imposed under Section 4501 of the Code (as amended Tax refunds or credits received by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect Purchaser relating to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable LawSeller, the other parties hereto shall join in Business, or the execution of any such Tax ReturnsPurchased Assets for taxable periods ending before the Closing Date.

Certain Tax Matters. (a) The parties hereto If any of the payments provided to you pursuant to Section 5 hereof (the "Contract Payments") or any other portion of the Total Payments (as defined below) becomes subject at any time to the tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), AKS shall pay to you at the time specified in section 6(b) below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of the Excise Tax on any Contract Payments and/or other Total Payments, any federal and shall cause their respective affiliates tostate and local income tax and Excise Tax upon the payment(s) reasonably cooperate with one another in providing information provided for by this paragraph, and any interest, penalties or additions to tax payable by you with respect thereto, shall be equal to the Transactions that is reasonably requested by one another present value of the Contract Payments and reasonably necessary such other Total Payments. For purposes of determining whether any of the foregoing payments will be subject to enable the parties hereto to Excise Tax and the amount of such Excise Tax, (i) determine any other payments or benefits received or to be received by you in connection with a Change In Control or the U.S. federal income tax treatment termination of your employment (whether such payments are Contract Payments or are payable pursuant to the terms of any other plan, arrangement or agreement with AKS, Holding or any of their respective Affiliates or successors, any person whose actions result in a Change In Control or any corporation which, as a result of the Transactions completion of the transactions causing a Change In Control, will become affiliated with AKS or Holding within the meaning of section 1504 of the Code (such other payments, together with the Contract Payments, the "Total Payments")) shall be treated as "parachute payments" within the meaning of section 28OG(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 28OG(b)(1) shall be treated as subject to holders the Excise Tax, except to the extent that, in the opinion of Class A Common Stocktax counsel selected by AKS' independent auditors and acceptable to you ("Tax Counsel"), Founder Shares the Total Payments (in whole or SPAC Warrantsin part) do not constitute parachute payments, or such excess parachute payments are otherwise not subject to the Excise Tax, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatmentamount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments or (2) the amount of excess parachute payments within the meaning of sections 28OG(b)(1) (after applying clause (i) hereof), and (iii) prepare U.S. the value of any noncash benefits or any deferred payment or benefit shall be determined by AKS' independent auditors in accordance with the principles of sections 28OG(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment(s), you shall be deemed to pay federal income Tax Returns reporting relevant portions taxes at the highest marginal rate of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment(s) is (are) to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of your residence in the calendar year in which the Gross-Up Payment(s) is (are) to be made, net of the Transactions consistent with the U.S. maximum reduction in federal income tax treatment as mutually agreed by taxes that could be obtained from deduction of such state and local taxes. In the parties hereto and event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to AKS at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (iv) respond to requests in connection with any audits, examinations or other proceedings before plus the IRS relating portion of the Gross-Up Payment attributable to the U.S. Excise Tax and federal and state and local income tax treatment imposed on the Gross-Up Payment being repaid by you if such repayment results in a federal and state and local income tax deduction), plus interest on the amount of relevant portions such repayment at the applicable federal rate (as defined in section 1274(d) of the TransactionsCode). While In the parties hereto do event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot anticipate that be determined at the time of the Gross-up Payment), AKS shall make an additional Gross-Up payment in respect of such excess (plus any opinion of counsel interest payable with respect to Tax matters will be required to be rendered in connection with such excess) at the Transactions, time that the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations amount of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchexcess is finally determined. (b) Any transferThe Gross-up Payment(s) provided for in section 6(a) above shall be made not later than the tenth day following the Date of Termination or, documentarywith respect to any portion of the Excise Tax not determined on or before such date to be due, salesupon the imposition of such portion of the Excise Tax; provided, usehowever, stampthat if the amounts of such payments cannot be finally determined on or before such date, registrationAKS shall pay to you on such day an estimate, exciseas determined in good faith by AKS, recordingof the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently finally determined to have been due, registration value added and other similar Taxes such excess shall constitute a loan by the Corporation to you, payable on the tenth day after demand by the Corporation (includingtogether with interest at the rate provided in section 1274(b)(2)(B) of the Code). (c) In the event of any change in, for the avoidance of doubtor further interpretation of, any Taxes imposed under Section 4501 sections 28OG or 4999 of the Code (as amended and the regulations promulgated thereunder, you shall be entitled, by written notice to AKS, to request an opinion of Tax Counsel regarding the Inflation Reduction Act application of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by such change to any of the parties hereto foregoing, and AKS shall use its best efforts to cause such opinion to be rendered as promptly as practicable. All fees and expenses of Tax Counsel incurred in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsAKS.

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and shall file or cause such returns to be timely filed. The Managing Member shall determine the Transactionsappropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the positions taken on the Company’s tax returns. The Tax Matters Member will take no action which is reasonably expected to have a disproportionate material adverse effect on one or more of this Agreement the Members unless such action is approved by such adversely affected Members in writing (and such approval shall not be unreasonably withheld); provided that the Transactions Tax Matters Member may take any action which is required in accordance with written advice from qualified counsel (which advice and counsel shall be borne by reasonably satisfactory to all of the CompanyMembers). The party hereto Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto In consideration for the Purchase Price and the Assumed Liabilities, on or before June 30, 2022, Purchaser shall prepare and deliver to Seller an allocation statement (the “Allocation”) allocating the Purchase Price (and the Assumed Liabilities to the extent properly taken into account under the Code) among the Purchased Assets (and further allocated, as determined necessary by the Purchaser, with respect to some or all of the assets of any entity of which equity interests of such entity are included in the Purchased Assets) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) as determined based upon an independent appraisal or valuation performed by a qualified expert reasonably agreeable to the Seller Representative. Purchaser shall (i) provide to Seller an estimate of the allocation statement on or before December 31, 2021; and (ii) permit the Seller Representative to review and provide comments on the Allocation and shall cause their respective affiliates toconsult with the Seller Representative with respect to any such comments. However, the Allocation shall be final as reasonably determined by Purchaser based on the above. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) reasonably in all respects and for all purposes in a manner consistent with the Allocation. Purchaser, Seller, and Acquired Subsidiaries shall cooperate with one another in providing information the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Transactions that is reasonably requested by one another and reasonably necessary Allocation. The Allocation, as finally determined hereunder, shall be adjusted to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with reflect any audits, examinations or other proceedings before the IRS relating adjustment to the U.S. federal income tax treatment of relevant portions of Purchase Price provided under this Agreement. Neither Purchaser, Seller nor any Acquired Subsidiary shall take any Tax position inconsistent with such Allocation (as adjusted in accordance with this Section 8.03(a)) except as required, after using good faith efforts to support the Transactions. While the parties hereto do not anticipate that Allocation in any opinion of counsel applicable challenge by a Governmental Authority, to settle a dispute with a Governmental Authority with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchAllocation. (b) Any All transfer, documentary, sales, use, stamp, recording, registration, excise, recording, registration value added controlling interest transfer and other similar Taxes and fees (includingincluding any penalties and interest, but excluding for the avoidance of doubt any gains or Income Taxes) (the “Transfer Taxes”) (if any such Transfer Taxes are incurred after accounting for applicable bankruptcy Law) incurred in connection with this transfer of the Purchased Assets from Seller to Purchaser (and excluding, for the avoidance of doubt, any Transfer Taxes imposed under Section 4501 associated with any pre-closing restructuring or other transfer of or with respect to the Code (as amended by Purchased Assets occurring prior to the Inflation Reduction Act of 2022Closing, H.R. 5376) (“Stock Buyback Tax”which Transfer Taxes shall constitute Transaction Expenses)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the CompanyParty pursuant to local custom and if local custom is not clear, borne fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The party hereto responsible for filing any necessary Purchaser shall file all Tax Returns and other documentation required to be filed by Purchaser with respect to any such Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and and, if required by applicable Law, the other parties hereto Seller shall, and shall cause their Affiliates to, join in the execution of any such Tax ReturnsReturns and other documentation. The Parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or reduce the amount of such Transfer Taxes. Moreover, the Parties will (and will cause their Affiliates to) cooperate to the extent reasonably requested by the other with respect to the preparation of applicable Tax Returns and the conduct of Tax-related Actions or Proceedings. No Transfer Taxes or Transaction Expenses shall be treated as current liabilities. (c) For purposes of determining the Net Working Capital as of the Closing Date, the amount included in current assets or current liabilities with respect to Taxes for a Straddle Period shall equal, for property or similar Taxes, the amount allocable to the Pre-Closing Tax Period shall equal the amount of Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Pre-Closing Tax Period up to (but excluding) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and for other Taxes shall equal the amount of Taxes for the part of the Straddle Period ending on the day before the Closing Date (computed based on a “closing of the books,” assuming the year ended as of the end of such day). (d) Purchaser shall prepare and file or cause to be prepared and filed, the Tax Returns of the Acquired Subsidiaries required to be filed after the Closing Date. (e) Seller will prepare and file its own Tax Returns required to be filed after the Closing Date. 63

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne fifty percent (50%) by the CompanyManagement Contributors and fifty percent (50%) by the FrontView Parties and paid when due. The party hereto responsible Parties agree to execute and deliver to each other such resale, occasional sale, or similar certificates as may be requested in order to qualify for filing available exemptions from Transfer Taxes. The Management Contributors shall, at their own expense, timely file any necessary Tax Returns Return or other document with respect to Transfer Taxes, and the FrontView Parties shall cooperate with respect thereto as necessary. The Management Contributors have notified (and the FrontView Parties may notify) all of the Governmental Authorities in the jurisdictions that impose Taxes on any Management Contributor or where such Management Contributor has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities. If any Governmental Authority asserts that any Management Contributor is liable for any Tax, such Management Contributor shall promptly pay any and all such amounts and shall provide evidence to the FrontView Parties that such liabilities have been paid in full or otherwise satisfied. (b) The Management Contributors shall include the Target Assets and any items of income, gain, loss, deduction, and tax credit with respect to the Target Assets and properly allocable under applicable Law shall cause such Tax Returns law to be fileda Pre-Closing Tax Period on The Management Contributors’ federal, state, local and if required by applicable Law, the other parties hereto shall join in the execution of any such non-U.S. income Tax Returns. (c) The FrontView Parties shall prepare and file any Tax Returns that are required to be filed with respect to the Target Assets that are filed after the Closing Date. The Management Contributors shall pay to the FrontView Parties the amount of any property and similar ad valorem Taxes with respect to the Target Assets allocable to the pre-Closing portion of any Straddle Period within five (5) Business Days of the receipt of a request from the FrontView Parties for such payment. The FrontView Parties shall promptly pay to the Management Contributors after actual receipt thereof by the FrontView Parties, any refunds of any Taxes for which the Management Contributors are responsible under this Section 7.5(c), including any interest actually received with respect thereto. (d) The OP Unit Consideration shall be allocated among the Target Assets as determined by the Management Contributors. The FrontView Parties and the Management Contributors shall (and shall cause their Affiliates to) file all Tax Returns in a manner that is consistent with the allocation in this Section 7.5(d), unless otherwise required by Applicable Law or a final determination within the meaning of Section 1313(a) of the Code. (e) Any and all existing Tax indemnification, sharing, allocation, and similar agreements (whether written or not) binding upon the Target Assets or the Business shall be terminated as of the Closing Date.

Certain Tax Matters. (a) The parties hereto LSG shall (prepare and timely file all returns with respect to Taxes relating to the Acquired Assets for the Straddle Period. LSG shall cause their respective affiliates to) reasonably cooperate pay and discharge all Taxes shown to be due on such Tax Returns. LED shall not file an amended Tax Return or make an election with one another in providing information respect to periods or portions thereof ending on or before the Closing Date without the written consent of LSG if the amendment or election adversely affects LSG, the Business or the Acquired Assets. LED shall turn over to LSG all originals and copies of all Tax Returns, schedules, work papers, records and other documents relating to Tax matters with respect to the Transactions Business and the Acquired Assets and LSG shall retain such documents that is reasonably requested by one another and reasonably necessary relate to enable any pre-Closing Tax period until 60 days after the parties hereto to (i) determine the U.S. federal income tax treatment expiration of the Transactions to holders applicable statute of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel limitations with respect to such Tax matters will matters. LSG shall be required responsible for the preparation of Tax Returns (including any documentation) with respect to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any all transfer, documentarydocumentation, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with or by reason of the execution of this Agreement or any transaction contemplated thereby and the Transactions shall be borne by the Company. The party hereto responsible for filing any the payment of such Taxes. LSG shall also file all necessary documentation and Tax Returns with respect to Transfer Taxes under applicable Law such Taxes. Each Party shall cause provide each other Party with such Tax Returns assistance as may reasonably be requested by any of them in connection with the preparation of any filings with any taxing authorities (federal, state, local or otherwise) and with any Action relating to be filedliability for Taxes, in either case in connection with the operation of the Business or the Acquired Assets. Such assistance shall include making employees available on a mutually convenient basis to provide information and explanation of any material provided hereunder, and if required by applicable Lawshall include providing copies of any relevant information, data, reports, tax returns and supporting work schedules, to the extent such is available. LSG, on the one hand, and LED, on the other parties hereto hand, each agree to reimburse the other for its reasonable out-of-pocket expenses, such as travel costs, incurred by it, him or her, as the case may be, in connection with performing obligations under this Section 6.07(e), provided, however, that such reimbursable expenses shall join not include any per diem or other expenses in the execution nature of any such Tax Returnssalary replacement or overhead absorption measures.

Certain Tax Matters. (a) The parties hereto Seller shall (be responsible for and shall cause their respective affiliates to) reasonably cooperate with one another in providing information pay all Taxes relating to the Transferred Assets or the Business for any period ending prior to the Closing Date, and Buyer shall be responsible for and shall pay all Taxes relating to the Transferred Assets or the Business for the period from and after the Closing Date. The amount of all such prorations shall be settled and paid on the Closing Date; provided, however, that final payments with respect to the Transactions prorations that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do are not anticipate that any opinion of counsel with respect to Tax matters will be required able to be rendered in connection with calculated on the Transactions, the parties hereto agree that in no event will counsel to a party hereto Closing Date shall be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity calculated and paid as suchsoon as practicable thereafter. (b) Any transferSeller shall use reasonable efforts to obtain Bankruptcy Court approval that, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under in accordance with Section 4501 1146(a) of the Code (as amended Bankruptcy Code, the making or delivery of any instrument of transfer under the transactions contemplated by the Inflation Reduction Act of 2022this Agreement shall not be taxed under any law imposing any transfer Tax, H.R. 5376) (“Stock Buyback sales Tax”)) , real estate Tax, stamp Tax or similar Tax (collectively, “Transfer Taxes”) that become payable by any ). If the Bankruptcy Court grants such approval, the instruments transferring the Transferred Assets to Buyer shall contain the following endorsement: “Because this [instrument] has been authorized pursuant to Order of the parties hereto United States Bankruptcy Court for the Southern District of New York, relating to a plan of reorganization of the Grantor, it is exempt from transfer taxes, stamp taxes or similar taxes pursuant to 11 U.S.C. § 1146(a), and any officer receiving this [instrument] is hereby authorized and directed to permit the transfer contemplated by this [instrument] without the payment of any stamp tax, transfer tax or similar tax.” Buyer and Seller shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. In the event that any Transfer Taxes shall be payable in connection with or by reason the transactions contemplated hereby, the payment of the execution of this Agreement and the Transactions such Transfer Taxes shall be borne the responsibility of Seller and not Buyer. Seller shall prepare and file all Tax Returns in connection with all such Transfer Taxes and shall provide Buyer with copies thereof at least five (5) Business Days before they are due to be filed. (c) Seller and Buyer shall cooperate with each other and provide each other with such assistance as reasonably may be requested by either of them in connection with the Companypreparation of any Tax Return or any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to any liability for Taxes under this Agreement. The party hereto responsible requesting assistance hereunder shall reimburse the party providing assistance for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law all reasonable third-party out-of-pocket expenses incurred in providing such assistance. Nothing in this Section 6.05 shall cause such Tax Returns require Buyer to be filed, and if required by applicable Law, the other parties hereto shall join in the execution liable for any income tax liability of any such Tax ReturnsSeller.

Certain Tax Matters. (a) The parties hereto shall Purchaser, the Company and the Sellers agree that the Purchase Price and the liabilities of the Company (and shall cause their respective affiliates toplus other relevant items) reasonably cooperate with one another in providing information with respect will be allocated to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment assets of the Transactions to holders of Class A Common StockCompany for all purposes (including Tax and financial accounting) in a manner consistent with Schedule 2.07 attached hereto. The Purchaser, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Company and the Sellers will file all Tax Returns reporting relevant portions of the Transactions (including amended returns and claims for refund) and information reports in a manner consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchallocation. (b) Any The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Sellers shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. (c) The Purchaser, the Company and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Parties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation, or other proceeding with respect to such Taxes. The Purchaser shall cooperate with the Sellers in connection with any audit, litigation, or other proceeding with respect to Tax Returns for prior taxable years, including but not limited to retaining the related books and records for such prior years and making such records available to Sellers and/or their tax representatives. The Sellers may at their option appoint their tax advisor and/or tax counsel to deal with such audit or proceeding with respect to a prior year. (d) The Purchaser, the Company and the Sellers hereby agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person, or to file any kind of election, as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Company (including, but not limited to, with respect to the transactions contemplated hereby). The party requesting cooperation pursuant to this Section 6.01(d) shall reimburse the other party on an after-tax basis for any costs attributable to complying with such request. (e) All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar such Taxes and fees (including, for the avoidance of doubt, including any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376penalties and interest) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with or this Agreement (including any corporate-level gains tax triggered by reason the sale of the execution of this Agreement Interests and any similar tax imposed in other jurisdictions), shall be paid by the Sellers when due, and the Transactions shall be borne by the Company. The party hereto responsible for filing any Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to Transfer all such transfer, documentary, sales, use, stamp, registration and other Taxes under applicable Law shall cause such Tax Returns to be filedand fees, and and, if required by applicable Lawlaw, the other parties hereto shall Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax ReturnsReturns and other documentation.

Certain Tax Matters. (a) The parties hereto shall (All Tax sharing, Tax allocation and shall cause their respective affiliates to) reasonably cooperate with one another in providing information similar agreements and arrangements to which any CDC Software Company is a party and pursuant to which any CDC Software Company could have any obligations or responsibilities with respect to Taxes shall be terminated prior to the Transactions that is Closing, and the CDC Software Companies shall have no further obligations or responsibilities thereunder following the Closing. (b) Purchaser, Debtor, Software International and the CDC Software Companies shall cooperate fully, as and to the extent reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stockother party, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with the filing of Tax Returns and any auditsaudit, examinations litigation or other proceedings before proceeding with respect to Taxes. Such cooperation shall include the IRS relating retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to the U.S. federal income tax treatment any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of relevant portions of the Transactionsany material provided hereunder. While the parties hereto do not anticipate that any opinion of counsel The Purchaser and Debtor agree (A) to retain all books and records with respect to Tax matters will be required pertinent to be rendered in connection the CDC Software Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Purchaser or Debtor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the Transactionsother party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the parties hereto agree that in no event will counsel CDC Software Companies or the Purchaser, as the case may be, shall allow the other party to a party hereto be required to render an opinion regarding the Tax consequences or considerations take possession of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchbooks and records. (bc) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes such Taxes, and all conveyance fees, recording charges and other fees and charges (including, for the avoidance of doubt, including any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376penalties and interest) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with or by reason consummation of the execution of transactions contemplated by this Agreement and the Transactions shall be borne paid by the Company. The party hereto responsible for filing any Purchaser, and Debtor will file all necessary Tax Returns and other documentation with respect to Transfer Taxes under applicable Law shall cause all such Tax Returns to be filedTaxes, fees and charges, and, if required by applicable Lawlaw, the other parties hereto shall Purchaser will, and will cause its affiliates to, join in the execution of any such Tax ReturnsReturns and other documentation.

Certain Tax Matters. (a) The parties hereto GSS and the Company Stockholders shall jointly prepare and timely file (or cause to be prepared and shall cause their respective affiliates to) reasonably cooperate with one another in providing information timely filed), for all taxable periods ending on or before the Closing Date, all federal, state, local and foreign Returns required to be filed after the Closing Date with respect to the Transactions that is reasonably requested by one another Company; and reasonably necessary the Company Stockholders shall be responsible for (and shall pay) all Taxes shown to enable the parties hereto be due thereon. GSS shall prepare and file (or cause to (ibe filed) determine the U.S. federal income tax treatment on a timely basis all separate federal, state, local and foreign Returns of the Transactions Company for any taxable period beginning before and ending after the Closing Date; and the Company Stockholders shall be responsible for (and shall pay) the Taxes shown to holders of Class A Common Stock, Founder Shares or SPAC Warrants, be due thereon to the extent attributable (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions determined on a closing of the Transactions books basis) to the portion of such taxable period ending on and including the Closing Date and GSS shall be responsible for the balance of the Taxes due thereon. All Returns of the Company (or which include the results of operations of the Company) required to be filed after the Closing Date with respect to any period ending before or including the Closing Date shall be prepared in a manner consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately Returns filed prior to the Transactions in their capacity as suchClosing Date. (b) Any transferThe parties hereto shall, documentaryfor all Tax purposes, salestreat the Merger, usepursuant to the terms and conditions set forth herein, as constituting a reorganization under Section 368(a)(2)(D) of the Code. However, it is understood and agreed (c) All stamp, registration, excise, recording, registration value added sales and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto transfer taxes incurred in connection with or by reason of the execution of this Agreement and the Transactions transactions contemplated hereby shall be borne by the Company. The party hereto responsible for filing any Company Stockholders, and the Company Stockholders shall, at their expense, file all necessary Tax Returns tax returns and other documentation with respect to Transfer Taxes under applicable Law shall cause all such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnstransfer taxes.

Certain Tax Matters. (ai) Sellers other than Rxx Energy or PennTex Illinois shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Rxx Energy and Penn Tex Illinois required by the Code and Income Tax Regulations for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by or for Rxx Energy and Penn Tex Illinois for such periods. (ii) Buyer and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (iii) The parties hereto shall Buyer and the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (and shall cause their respective affiliates including, but not limited to) reasonably cooperate with one another in providing information , with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and transactions contemplated hereby). (iv) respond to requests in connection with any audits, examinations All tax sharing agreements or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel similar agreements with respect to Tax matters will or involving the Sellers shall be required to be rendered in connection with terminated at the TransactionsClosing and, after the Closing, the parties hereto agree that in no event will counsel to a party hereto Sellers shall not be required to render an opinion regarding the Tax consequences bound thereby or considerations of have any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchliability thereunder. (bv) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar such Taxes and fees (including, for the avoidance of doubt, including any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376penalties and interest) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with or the transactions contemplated by reason of the execution of this Agreement and the Transactions shall be borne paid by the Company. The party hereto responsible for filing any Buyer when due, and Buyer or Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to Transfer all such transfer, documentary, sales, use, stamp, registration and other Taxes under applicable Law shall cause such Tax Returns to be filedand fees, and and, if required by applicable Lawlaw, the other parties hereto shall Sellers will join in the execution of any such Tax ReturnsReturns and other documentation.

Certain Tax Matters. (a) The parties hereto Equityholder Representative shall prepare, or cause to be prepared, at the cost and expense of the Company, all income Tax Returns with respect to Pass-Through Income Taxes of each Group Company for any taxable period ending on or prior to the Closing Date and any Straddle Period, in each case, that are due after the Closing Date (collectively, the “Equityholders Prepared Returns”). Each Equityholders Prepared Return shall be prepared in a manner consistent with the Group Companies’ past practices except as otherwise required by applicable Law. Each Equityholders Prepared Return shall be submitted to the Buyer for review and comment no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). The Equityholder Representative shall consider in good faith all reasonable comments received from the Buyer no later than ten (10) days prior to the due date for filing any such Tax Return (taking into account applicable extensions) and the Buyer will cause such Tax Returns to be timely filed and will provide a copy of such file Tax Returns to the Equityholder Representative. Notwithstanding the foregoing, each Tax Return described in this Section 10.1(a) for a taxable period that includes the Closing Date (i) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method and (ii) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election. Notwithstanding anything herein to the contrary, all Transaction Tax Deductions will be allocated and treated as attributable to the Pre-Closing Tax Period to the fullest extent permitted by applicable Law. (b) Each Party shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by each other Party, in connection with the preparation and filing of Tax Returns pursuant to Section 10.1(a), and any examination or other Proceeding with respect to Taxes or Tax Returns of any Group Company or the Blocker. Such cooperation shall include the provision of records and information which are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, the Company, the Blocker, the Company Equityholders and the Blocker Owners shall (and the Company Equityholders and Blocker Owners shall cause their respective Affiliates to) retain all books and records with respect to Tax matters pertinent to the Group Companies or the Blocker relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Equityholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority. Each Party shall furnish the other Parties with copies of all relevant correspondence received from any Taxing Authority in connection with any Tax audit or information request with respect to any Taxes for which the other may have an indemnification obligation under this Agreement. The Company Equityholders and Blocker Owners shall (and shall cause their respective affiliates Affiliates to) provide any information reasonably cooperate requested to allow the Buyer or any Group Company or the Blocker to comply with one another any information reporting or withholding requirements contained in providing information the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests any payment made in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactionsthis Agreement. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for For the avoidance of doubt, this Section 10.1(b) shall not apply to any Taxes imposed under Section 4501 of dispute or threatened dispute among the Code Parties. (as amended by c) The Buyer shall cause the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement Company and the Transactions shall Blocker, as applicable, to prepare and file, or cause to be borne by the Company. The party hereto responsible for filing any prepared and filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and and, if required by applicable Law, the other parties hereto shall Company Equityholders, the Blocker Owners, the Company, the Blocker and the Buyer will, and will cause their respective Affiliates to, reasonably cooperate and join in the execution of any such Tax ReturnsReturns and other documentation. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Tax.

Certain Tax Matters. (a) The parties hereto Except as otherwise provided herein, the Seller shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to be responsible for the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment payment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS all Taxes relating to the U.S. federal income tax treatment Assets for all taxable periods that end prior to the close of relevant portions business on the Closing Date. Responsibility for any federal, state, local and foreign income, excise, property, sales, use, information, payroll and other taxes ("Taxes") relating to the Assets for all taxable periods which include (but do not end on) the Closing Date shall be allocated between the Purchaser and the Seller in accordance with the method of Section 164(d) of the TransactionsCode, as amended. While The Purchaser shall be responsible for the parties hereto payment of all Taxes relating to the Assets for all taxable periods that commence on or after the Closing Date. The Party which has the primary obligation to do not anticipate that so under applicable law shall file any opinion of counsel with respect to Tax matters will be federal, state, local and foreign income, excise, property, sales, use, information, payroll and other tax returns and reports required to be rendered filed in connection with respect of Taxes described in this section ("Tax Return"), and that Party shall pay the TransactionsTaxes shown on such Tax Return and notify the other Party in writing of the other Party's share of Taxes for which it is responsible, if any, of the parties hereto agree that in Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other Party shall reimburse by wire transfer of immediately available funds no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations later than ten (10) days after receipt of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchnotice. (b) Any The Purchaser and the Seller shall each pay half of all transfer, documentaryrecording, sales, use, stamp, registration, excise, recording, registration value added use (including all bulk sales taxes) and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) taxes and fees (collectively, “the "Transfer Taxes”") that become payable by any arising out of the parties hereto or in connection with the transactions effected pursuant to this Agreement, other than such Taxes as are calculated with reference to the income or by reason gain of the execution Seller, which shall be paid by the Seller. The Party which has the primary obligation to do so under applicable law shall file any Tax Return that is required to be filed in respect of Taxes described in this Agreement section, and that Party shall pay the Taxes shown on such Tax Return and notify the other Party in writing of the other Party's share of Taxes for which it is responsible, if any, of the Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other Party shall reimburse by wire transfer of immediately available funds no later than ten (10) days after receipt of such notice. (c) The Seller and the Transactions Purchaser shall provide each other with such assistance as reasonably may be requested by either of them in connection with (i) the preparation of any Tax Return, or (ii) any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes. The Party requesting assistance hereunder shall reimburse the other Party for reasonable out-of-pocket (not including overhead) expenses incurred in providing such assistance, provided, however, that no independent contractors, such as accountants or attorneys, shall be borne consulted without the written consent of the Party requesting assistance, which consent shall not be unreasonably withheld. (d) The Seller shall pay all taxes and relating penalties, if any, associated with any qualified or non-qualified pension or welfare benefit plan maintained by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsSeller.

Certain Tax Matters. (a) Except as otherwise provided in Section 6.17, all sales, use, transfer, stamp, conveyance, value added or other similar Taxes, duties or excises imposed by any Governmental Authority, domestic or foreign, and all recording or filing fees, notarial fees and other similar costs of Closing with respect to the transactions contemplated hereby will be borne by the Seller. The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure good faith in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income preparation and filing of any Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond related to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchTaxes. (b) Any transferFollowing the Closing, documentaryeach party hereto shall afford the other parties, salesupon reasonable advance notice, usereasonable access that does not unreasonably interfere with the affording party’s operation of its business, stampto the books and records relating to the Purchased Assets and Assumed Liabilities in the affording party’s possession and the right to make copies and extracts therefrom, registrationto the extent that such access or copies may be reasonably required by the requesting party in connection with the preparation of its Tax Returns. If, excisein order to properly prepare such Tax Returns, recordingit is necessary that a requesting party be furnished with additional information, registration value added documents or records relating to the Purchased Assets or Assumed Liabilities not referred to in the foregoing sentence, then the affording party shall use commercially reasonable efforts to furnish or make available, on a timely basis, such information, documents or records (or copies thereof) at the requesting party’s cost and other similar Taxes expense. Notwithstanding anything to the contrary in this Agreement (including, for the avoidance of doubt, Section 6.4), each party will, at its own expense, control any audit or examination by any Governmental Authority, and have the exclusive right to initiate any Claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes imposed (“Tax Proceedings”) for any taxable period for which that party is charged with payment responsibility under Section 4501 this Agreement. In the case of any Tax Proceedings relating to the Business and/or the Purchased Assets for a period that begins before the Closing Date and ends after the Closing Date, Purchaser will control such Tax Proceedings and will consult in good faith with the Seller as to the conduct of such Tax Proceedings; provided, that in no event will the Purchaser settle any such Tax Proceeding relating to any period that begins and ends on or before the Closing Date in a manner that would cause the Seller to have an obligation to indemnify the Purchaser for Taxes hereunder, without the prior written consent of the Seller, which consent may not be unreasonably withheld, conditioned or delayed. (c) The Purchaser and the Seller agree to use the “alternative method” specified in Revenue Procedure 2004-53 with respect to income Tax withholding and reporting for Transferred Employees for any period including but not ending on the Closing Date. (d) The Purchaser shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold under the Code (as amended by or any provision of state, local or foreign Tax law. To the Inflation Reduction Act of 2022extent that amounts are so withheld and paid over to the appropriate taxing authority, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (e) Seller acknowledges that the Transactions transactions contemplated by this Agreement are of substantial public benefit to Seller and agrees, to the maximum extent permitted by law, that it shall, and shall be borne cause all of its subdivisions, legal organs, authorities or bodies (“Seller Divisions”), to reduce the amount of any property taxes, fees, assessments or similar charges imposed or assessed by the Company. The party hereto responsible for filing any necessary Tax Returns Seller or a Seller Division on or with respect to Transfer Taxes under applicable Law shall cause such Tax Returns any real property (including any interests therein) acquired by Purchaser pursuant to be filed, this Agreement to zero ($0) for the year of transfer and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsfive full succeeding years.

Certain Tax Matters. (a) The parties hereto Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the Domestication to qualify for the Domestication Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment, and none of Parent, Merger Sub or the Company has taken or will take any action (and shall cause their respective affiliates to) or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably cooperate with one another in providing information with respect be expected to prevent or impede the Transactions that is reasonably requested by one another and reasonably necessary to enable Domestication from qualifying for the parties hereto to (i) determine Domestication Intended Tax Treatment or the U.S. federal income tax treatment of Merger from qualifying for the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Merger Intended Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchTreatment. (b) Any transferEach of Parent, documentarythe Company, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes their respective Affiliates shall file all Tax Returns consistent with the Domestication Intended Tax Treatment and Merger Tax Treatment (including, including attaching the statement described in Treasury Regulations Section 1.368-(a) on or with the its Tax Return for the avoidance of doubt, any Taxes imposed under Section 4501 taxable year of the Code Merger), and shall take no position inconsistent with the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Taxing Authority as amended by a result of a “determination” within the Inflation Reduction Act meaning of 2022, H.R. 5376Section 1313(a) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto Code. (c) Parent and the Company shall promptly notify the other party in connection with writing if, before the Closing Date, either such party knows or by has reason of to believe that the execution Domestication may not qualify for the Domestication Intended Tax Treatment or that the Merger may not qualify for the Merger Intended Tax Treatment (and whether the terms of this Agreement and the Transactions could be reasonably amended in order to facilitate such qualification, which amendments shall be borne made if the Company reasonably determines on the advice of its counsel that such amendments would be reasonably expected to result in the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment and would not be commercially impracticable). (d) Notwithstanding anything to the contrary contained herein, all Transfer Taxes shall be paid by the CompanyParent. The party hereto responsible for filing any Party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and if required by applicable Law, the other parties hereto Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax ReturnsReturns and other document. Notwithstanding any other provision of this Agreement, the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. (e) If, in connection with the preparation and filing of the Form S-4, the SEC requests or requires a tax opinion be prepared and submitted regarding the Domestication Intended Tax Treatment, Parent will use its commercially reasonable efforts to cause Xxxx & Loeb LLP to deliver such tax opinion to Parent, or (ii) the Merger Intended Tax Treatment, the Company shall use its commercially reasonable efforts to cause Dentons US LLP to deliver such tax opinion to the Company. Each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor. Notwithstanding anything to the contrary in this Agreement, Dentons US LLP shall not be required to provide any opinion to any party regarding the Domestication Intended Tax Treatment and Loeb & Loeb LLP shall not be required to provide any opinion to any party regarding the Merger Intended Tax Treatment.

Certain Tax Matters. (a) The parties hereto Each of Parent and the Company shall cause the Restructuring to qualify for the Restructuring Intended Tax Treatment. Each of Parent and the Company shall cause the Merger to qualify for the Merger Intended Tax Treatment. (b) Neither Parent nor the Company shall (and no Party shall permit or cause its respective Affiliates to) take any action, or fail to take any action, that could reasonably be expected to cause (i) the Restructuring to fail to qualify for the Restructuring Intended Tax Treatment, or (ii) the Merger to fail to qualify for the Merger Intended Tax Treatment. (c) Parent and the Company intend to report and, except to the extent otherwise required by a change in Law, shall report, for U.S. federal income tax purposes, (A) the Restructuring in accordance with the Restructuring Intended Tax Treatment, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code (or any comparable provisions of state, local or non-U.S. Law)), and (B) the Merger in accordance with the Merger Intended Tax Treatment, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code (or any comparable provisions of state, local or non-U.S. Law)). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Restructuring Intended Tax Treatment or the Merger Intended Tax Treatment by any Taxing Authority. (d) Notwithstanding anything to the contrary in this Agreement, neither Xxxx & Loeb LLP nor Xxxxxxx Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP shall be required to provide any opinion to any party regarding the Restructuring Intended Tax Treatment or the Merger Intended Tax Treatment; provided, however, in the event that in connection with the preparation and filing of the Proxy Statement, the SEC requests or requires tax opinions, each Party shall execute and deliver customary tax representation letters to the advisor providing such option in form and substance reasonably satisfactory to such advisor dated and executed as of the date the Proxy Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such advisor in connection with the preparation and filing of the Proxy Statement. (e) Each of the Parties shall (and shall cause their respective affiliates Affiliates to) reasonably cooperate with one another in providing information with respect fully, as and to the Transactions that is extent reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stockparty, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactionsfiling of relevant Tax Returns, and any Tax proceeding, audit or examination. Such cooperation shall include the parties hereto agree retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any Tax proceeding, audit or examination, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that in the Party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, no event will counsel to a party hereto shall be required to render an opinion regarding provide assistance at times or in amounts that would interfere unreasonably with the Tax consequences or considerations business and operations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchparty. (bf) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other substantially similar Taxes and fees (including, for the avoidance of doubt, including any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376penalties and interest) (“Stock Buyback Tax”)) incurred in connection with this Agreement (collectively, “Transfer Taxes”) (other than Transfer Taxes that become payable by any are solely the obligation of the parties hereto in connection with G3 pursuant to state or by reason of the execution of this Agreement and the Transactions local Law) shall be borne equally by the CompanyCompany and the Parent. The party hereto responsible for filing any All necessary Tax Returns and other documentation with respect to all such Transfer Taxes (other than Transfer Taxes that are solely the obligation of G3 pursuant to state or local Law) shall be prepared and filed by the party required to file such Tax Returns under applicable Law shall cause and the cost and expense associated with the preparation and filing of such Tax Returns to shall be filed, borne equally by the Company and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsParent.

Certain Tax Matters. (a13.9.1 The Purchaser makes no representations or warranties to the Sellers regarding the tax treatment of the transactions contemplated under the Transaction Documents. The Sellers acknowledge that they are relying solely on their own tax advisors in connection with the Transaction Documents and the transactions contemplated thereunder. 13.9.2 To the extent permitted by applicable law, the Purchaser, in its sole discretion, may cause the election provided under Section 338(g) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information of the United States Internal Revenue Code to be made with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable Group Companies in connection with the parties hereto to (i) determine the U.S. federal income tax treatment acquisition of the Transactions Shares in accordance with the Transaction Documents. 13.9.3 Following the Closing Date, to holders of Class A Common Stockthe extent Purchaser determines in good faith that such actions are necessary or appropriate in order to ensure that the Group Company is (and has been) in compliance with all applicable Tax laws, Founder Shares Purchaser shall be permitted to initiate discussions or SPAC Warrants, (ii) prepare disclosure in the Registration Statement examinations with applicable governmental authorities regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions Taxes of the Transactions consistent Group Company with respect to Pre-Closing Tax Periods, make voluntary disclosures with respect to Taxes of the U.S. federal income Group Company for Pre-Closing Tax Periods, and enter into agreements or file amended tax treatment returns relating to Pre- Closing Tax Periods (collectively, “Tax Remediation Actions”). Purchaser shall be entitled to withdraw from the Escrow Amount an amount equal to any Pre-Closing Taxes incurred in connection with Tax Remediation Actions, as mutually reasonably determined by Purchaser. Purchaser shall keep the Sellers’ Representative reasonably informed of any such actions. 13.9.4 It is specifically agreed by that what is set forth in Section 13.9.3 shall include the parties hereto Sellers’ indemnification of the Purchaser and (iv) respond the Purchaser shall be entitled to requests withdraw from the Escrow Amount amounts corresponding to any and all legal, accounting and other advisers’ fees, costs and expenses incurred in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the TransactionsTax Remediation Action. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement The Sellers’ liability and the Transactions maximum amount which the Purchaser shall be borne by entitled to withdraw from the Company. The party hereto responsible for filing any necessary Tax Returns with respect Escrow Amount shall be limited to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsUSD 200,000.

Certain Tax Matters. (a) The parties hereto agree as follows: (i) Without the written consent of Buyer, Cannabist and the Member (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability of Buyer, Buyer’s Affiliates or the Company after the Closing Date. (ii) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall (A) prepare any IRS Form 1065 including the associated Schedule K-1s thereto (and shall cause their respective affiliates toany comparable state and local Tax Returns) reasonably cooperate with one another in providing information of the Company for any Pre-Closing Tax Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that are shown as payable with respect to the Transactions that is reasonably requested by one another any Member Prepared Returns. FH12251261.5 All Member Prepared Returns shall be prepared in accordance with existing procedures and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment practices of the Transactions Company, unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to holders Buyer for Buyer’s review and comment at least 30 days prior to the due date of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure the Tax Return. The Member shall incorporate any reasonable comments made by Xxxxx in the Registration Statement regarding such U.S. federal income tax treatmentfinal Tax Return prior to filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for Cannabist’s review and comment at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax Return, within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. (iv) The Parties agree that the Tax year of the Company shall end for U.S. federal income Tax Returns reporting relevant portions purposes as of the Transactions consistent with end of the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any auditsClosing Date and, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment extent permissible under applicable Laws, the Company shall elect to have each of relevant portions its other Tax years end as of the Transactions. While end of the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchClosing Date. (b) Any The Member, Cannabist, Buyer and the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any information in their possession and control necessary or reasonably requested to allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows: FH12251261.5 (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), all such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify Cannabist of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or 40 FH12251261.5 Taxes of the Company (a “Tax Contest”); provided, however, that (A) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall have the right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which shall not be unreasonably withheld, delayed or conditioned). (e) Buyer and the Member intend for the purchase of the Equity contemplated by this Agreement to be treated for U.S. federal, state and local income Tax purposes as a transaction governed by Rev. Rul. 99-6, 1999 1 C.B. 434 (Situation 2), with the Member being treated as having sold its Equity, and Buyer being treated as acquiring all of the assets of the Company, in exchange for the Purchase Price (as adjusted pursuant to the terms of this Agreement). The Purchase Price (including adjustments thereto) shall be allocated by Buyer and the Member among the assets of the Company in accordance with Code Section 1060. A statement setting forth such allocation shall be provided by Buyer to the Member within 90 days after the Closing and shall be updated as required by Buyer under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Asset Purchase Price Allocation”). Buyer shall prepare its IRS Form 8594 consistently with the Asset Purchase Price Allocation. The Parties shall report, act and file all Tax Returns in all respects and for all purposes consistent with the Asset Purchase Price Allocation and this Section 6.3, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with Rev. Rul. 99-6, the Asset Purchase Price Allocation Schedule or this Section 6.3 unless required to do so by applicable Law. (f) All federal, state, local, non-U.S. transfer, documentaryexcise, sales, use, stampad valorem, value added, registration, excisestamp, recording, registration value added property and other similar Taxes (includingor fees applicable to, for the avoidance of doubtimposed upon, any Taxes imposed under Section 4501 or arising out of the Code (as amended transfer of the Equity or any other transaction contemplated by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) this Agreement and all related interest and penalties (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne paid by the Company. The party hereto responsible for filing any necessary Tax Returns Member. (g) To the extent there is a conflict between this Section 6.3 and Section 6.4 with respect to Transfer Taxes under applicable Law shall cause such or any Tax Returns to be filed, and if required by applicable Lawmatter, the other parties hereto provisions of this Section 6.3 shall join in the execution of any such Tax Returnscontrol.

Certain Tax Matters. (a) The parties hereto If any of the payments provided to you pursuant to Section 5 hereof (the "Contract Payments") or any other portion of the Total Payments (as defined below) becomes subject at any time to the tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), AKS shall pay to you at the time specified in section 6(b) below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of the Excise Tax on any Contract Payments and/or other Total Payments, any federal and shall cause their respective affiliates tostate and local income tax and Excise Tax upon the payment(s) reasonably cooperate with one another in providing information provided for by this paragraph, and any interest, penalties or additions to tax payable by you with respect thereto, shall be equal to the Transactions that is reasonably requested by one another present value of the Contract Payments and reasonably necessary such other Total Payments. For purposes of determining whether any of the foregoing payments will be subject to enable the parties hereto to Excise Tax and the amount of such Excise Tax, (i) determine any other payments or benefits received or to be received by you in connection with a Change In Control or the U.S. federal income tax treatment termination of your employment (whether such payments are Contract Payments or are payable pursuant to the terms of any other plan, arrangement or agreement with AKS, Holding or any of their respective Affiliates or successors, any person whose actions result in a Change In Control or any corporation which, as a result of the Transactions completion of the transactions causing a Change In Control, will become affiliated with AKS or Holding within the meaning of section 1504 of the Code (such other payments, together with the Contract Payments, the "Total Payments")) shall be treated as "parachute payments" within the meaning of section 28OG(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 28OG(b)(1) shall be treated as subject to holders the Excise Tax, except to the extent that, in the opinion of Class A Common Stocktax counsel selected by AKS' independent auditors and acceptable to you ("Tax Counsel"), Founder Shares the Total Payments (in whole or SPAC Warrantsin part) do not constitute parachute payments, or such excess parachute payments are otherwise not subject to the Excise Tax, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatmentamount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments or (2) the amount of excess parachute payments within the meaning of sections 28OG(b)(1) (after applying clause (i) hereof), and (iii) prepare U.S. the value of any noncash benefits or any deferred payment or benefit shall be determined by AKS' independent auditors in accordance with the principles of sections 28OG(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment(s), you shall be deemed to pay federal income Tax Returns reporting relevant portions taxes at the highest marginal rate of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment(s) is (are) to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of your residence in the calendar year in which the Gross-Up Payment(s) is (are) to be made, net of the Transactions consistent with the U.S. maximum reduction in federal income tax treatment as mutually agreed by taxes that could be obtained from deduction of such state and local taxes. In the parties hereto and event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to AKS at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (iv) respond to requests in connection with any audits, examinations or other proceedings before plus the IRS relating portion of the Gross-Up Payment attributable to the U.S. Excise Tax and federal and state and local income tax treatment imposed on the Gross-Up Payment being repaid by you if such repayment results in a federal and state and local income tax deduction), plus interest on the amount of relevant portions such repayment at the applicable federal rate (as defined in section 1274(d) of the TransactionsCode). While In the parties hereto do event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot anticipate that be determined at the time of the Gross-Up Payment), AKS shall make an additional Gross-Up payment in respect of such excess (plus any opinion of counsel interest payable with respect to Tax matters will be required to be rendered in connection with such excess) at the Transactions, time that the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations amount of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchexcess is finally determined. (b) Any transferThe Gross-up Payment(s) provided for in section 6(a) above shall be made not later than the tenth day following the Date of Termination or, documentarywith respect to any portion of the Excise Tax not determined on or before such date to be due, salesupon the imposition of such portion of the Excise Tax; provided, usehowever, stampthat if the amounts of such payments cannot be finally determined on or before such date, registrationAKS shall pay to you on such day an estimate, exciseas determined in good faith by AKS, recordingof the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently finally determined to have been due, registration value added and other similar Taxes such excess shall constitute a loan by the Corporation to you, payable on the tenth day after demand by the Corporation (includingtogether with interest at the rate provided in section 1274(b)(2)(B) of the Code). (c) In the event of any change in, for the avoidance of doubtor further interpretation of, any Taxes imposed under Section 4501 sections 28OG or 4999 of the Code (as amended and the regulations promulgated thereunder, you shall be entitled, by written notice to AKS, to request an opinion of Tax Counsel regarding the Inflation Reduction Act application of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by such change to any of the parties hereto foregoing, and AKS shall use its best efforts to cause such opinion to be rendered as promptly as practicable. All fees and expenses of Tax Counsel incurred in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsAKS.

Certain Tax Matters. (a) The parties hereto shall (Each of Laguna and Orca shall, and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect (to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto extent within their control), to (i) determine cooperate in order to facilitate the U.S. federal income tax treatment issuance of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS opinions relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required that the SEC requires to be rendered filed in connection with the TransactionsRegistration Statement, and (ii) deliver to Xxxxxx & Xxxxxxx LLP or such other counsel mutually agreeable to the parties hereto agree that (in no event will the case of Tax matters relating to Orca or its stockholders) and Xxxxxx Xxxx and Xxxxxxxx LLP or such other counsel mutually agreeable to the parties (in the case of Tax matters relating to Laguna or its stockholders), in each case, to the extent requested by such counsel, a duly executed certificate dated as of the date requested by such counsel, containing such representations, warranties and covenants as shall be reasonably necessary or appropriate to enable such counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchopinion. (b) Any Each of Laguna, U.S. Merger Sub, U.S. Holdco Sub, U.S. Holdco Sub 2, Orca, and Topco, and their respective Subsidiaries shall use reasonable best efforts to cause the Combinations to qualify for the Intended Tax Treatment. None of Laguna, U.S. Merger Sub, U.S. Holdco Sub, U.S. Holdco Sub 2, Orca, or Topco or any of their respective Subsidiaries shall take any action (or, to the extent within their control, permit any affiliate to take any action) that could reasonably be expected to preclude the Combinations from qualifying for the Intended Tax Treatment. Each of Laguna, U.S. Merger Sub, U.S. Holdco Sub, U.S. Holdco Sub 2, Orca and Topco shall file all income Tax returns consistent with the foregoing except as otherwise required by (i) a change in Law after the date of this Agreement or (ii) a final “determination” (within the meaning of Section 1313(a)(1) of the Code or any comparable provision of state or local Law). (c) All transfer, documentary, sales, use, stamp, registrationvalue added, excise, stock transfer, stamp duty, recording, registration value added and other any similar Taxes and fees, including any penalties and interest thereon, that are required to be paid under Tax Laws in connection with the transactions contemplated by this Agreement (including, for “Transfer Taxes”) shall be borne and paid by Topco. For the avoidance of doubt, Transfer Taxes shall not include any federal, state, local or non-U.S. Taxes imposed under Section 4501 measured by or based upon income or gains. The applicable parties shall cooperate in good faith in filing such forms and documents as may be necessary and to obtain any exemption or refund of any such Transfer Tax and to minimize the Code (as amended by the Inflation Reduction Act amount of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “any Transfer Taxes”) that become Taxes payable by any of the parties hereto in connection with or by reason the Combinations. (d) Prior to (but not more than thirty (30) days prior to) the Closing Date of the execution Combinations, Laguna shall provide to Topco a certificate duly executed, prepared in a manner consistent and in accordance with the requirements of this Agreement Treasury Regulation Sections 1.897-2(g) and 1.1445-2(c)(3), certifying that no interest in Laguna is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service (which shall be mailed by Topco to the IRS following the Closing) prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (e) No earlier than two days following the Second Contribution, Orca will convert from a UK public limited company to a UK private limited company pursuant to applicable UK law (the “Orca Conversion”) and U.S. Holdco Sub 2 shall make a valid and timely election pursuant to Treasury Regulations Section 301.7701-3 to treat Orca as a disregarded entity for U.S. federal income tax purposes which election shall be effective as of the date of the Orca Conversion. (f) If Ortho-Clinical Diagnostics S.A. was not converted to a Luxembourg S.à x.x. prior to the Closing Date, then no earlier than one day following the Orca Conversion, Orca shall cause (x) an election to be made pursuant to U.S. Treasury Regulations Section 301.7701-3 to treat Ortho-Clinical Diagnostics Holdings Luxembourg S.à x.x. as a disregarded entity for U.S. federal income tax purposes, effective as of that day, (y) Ortho-Clinical Diagnostics S.A. to convert to a Luxembourg S.à x.x. and (z) an election to be made pursuant to U.S. Treasury Regulations Section 301.7701-3 to treat Ortho-Clinical Diagnostics S.A. (after conversion to a Luxembourg S.à x.x.) as a disregarded entity for U.S. federal income tax purposes, effective as of the date of the conversion pursuant to clause (y) herein. The parties intend that the Second Contribution, taken together with the Orca Conversion and the Transactions election to treat Orca as a disregarded entity, shall be borne by treated as a reorganization within the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, meaning of Section 368(a)(1)(F) of the other parties hereto shall join in the execution of any such Tax ReturnsCode.

Certain Tax Matters. (a) The parties hereto Parent and the Surviving Corporation shall prepare (or cause to be prepared), and the Surviving Corporation shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stocktimely file, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income all Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate for Company that any opinion of counsel with respect to Tax matters will be are required to be rendered filed after the Closing Date and that relate to any Taxable period (or portion thereof) ending on or before the Closing Date ("Pre-Closing Tax Returns"). The Shareholder Representative shall have the right to review and comment on each Pre-Closing Tax Return and shall be furnished with a preliminary copy of each Pre-Closing Tax Return, in connection with the Transactionsdraft form, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately at least ten (10) business days prior to the Transactions in their capacity as suchfiling thereof. (b) Any transferParent, documentarythe Surviving Corporation, salesCompany, usethe Shareholder Representative and the Shareholders shall cooperate fully, stampas and to the extent reasonably requested by the other parties, registrationin connection with the filing of Pre-Closing Tax Returns pursuant to the preceding subsection and any audit, exciselitigation or other proceeding with respect to Taxes relating to the Company, recording, registration value added the Surviving Corporation or the transactions contemplated by this Agreement. (c) Parent will notify each Shareholder when it believes it has become a PFIC. Parent will provide to Company shareholders such information as is reasonably necessary for Shareholder to make a qualified electing fund election and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed to meet its ongoing requirements under Section 4501 section 1295 of the Code and the regulations thereunder. (as amended by d) In connection with the Inflation Reduction Act purchase and sale of 2022Company Common Stock pursuant to this Agreement, H.R. 5376each Shareholder shall join with Parent in making a timely election under Section 338(h)(10) (“Stock Buyback Tax”)) of the Code and any corresponding elections under state and local tax laws (collectively, “Transfer Taxes”the "Election") that become payable by any with respect to the acquisition of Company Common Stock. In pursuance thereof, each Shareholder, immediately prior to the Effective Time, shall execute and provide to Parent a joint election on Form 8023 for the Company under Section 338(h)(10) of the parties hereto Code, under Treasury Regulation Section 1.338(h)(10)-1T(c)(2) and under any applicable similar provisions of state law. Such election and documentation shall be in a form reasonably satisfactory to Parent. Parent and each Shareholder shall report the acquisition of Company Common Stock pursuant to this Agreement consistent with the Election. In connection with or by reason the Election, within 90 days after Closing, Parent shall provide to the Shareholder Representative a schedule which sets forth the proposed allocation of the execution purchase price attributable to the Company Common Stock among the assets of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing Such allocation shall be made in accordance with Section 338(h)(10) of the Code and any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax ReturnsTreasury Regulations.

Certain Tax Matters. (a) The parties hereto taxable year of the Company ------------------- shall (and be the same as its Fiscal Year. The Chief Executive Officer shall cause their respective affiliates toto be prepared all Federal, state and local tax returns of the Company for each year for which such returns are required to be filed and, after approval of such returns by the Executive Committee, shall cause such returns to be timely filed, provided, however, that extensions shall be applied for unless otherwise -------- approved by the Xxxxxxxxx Members and the Alter Member. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Member shall make the election provided for in Section 754 of the Code, if, and only if the Member who or which has acquired any Units or a distribution of Company property with respect to which the election is made will have provided to the Tax Matters Member concurrently, or within 30 days after the Transfer of such Units, its undertaking to the effect that it, and its successors in interest hereunder, will reimburse the Company annually for its additional administrative costs incurred by reason of such election as determined by the auditor of the Company. The Tax Matters Member shall also make the election to amortize Organizational Expenses pursuant to Code Section 709 and the regulation promulgated thereunder. In addition, the Managing Member may cause the Company to make or refrain from making any and all other elections permitted by the tax laws of the United States, the several states and other relevant jurisdictions. The Company shall be treated as a partnership for tax purposes. The "Tax Matters Partner" for purposes of Section 6231(a)(7) of the Code (the "Tax --- Matters Member") shall be the Managing Member, subject to the right of the Alter -------------- Member to participate in all negotiations with respect to settlements. If a dispute as to the content of a tax return cannot be resolved to the reasonable satisfaction of all Voting Members prior to the required filing date therefor, the Managing Member shall have the right to direct the Chief Executive Officer to cause the Company's tax return to be filed as reasonably cooperate with one another approved by the Managing Member. The Tax Matters Member shall have all of the rights, duties, powers and obligations provided for in providing information Sections 6221 through 6232 of the Code with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchCompany. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any All transfer, documentary, sales, use, value-added, gross receipts, stamp, registrationregistration or other similar transfer taxes incurred in connection with the purchase, excisesale and transfer of the Company Shares as contemplated by the terms of this Agreement, recordingincluding all recording or filing fees, registration value added notarial fees and other similar costs of Closing, that may be imposed, payable, collectible or incurred (“Transfer Taxes”), shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller when due, whether levied on the Buyer or Seller. Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily responsible under the applicable local Law for filing such Tax Returns, and such party will use its commercially reasonable efforts to provide such Tax Returns to the other party at least ten (including10) days prior to the due date for such Tax Returns. Buyer and Seller shall cooperate with each other in order to minimize applicable Transfer Taxes in a manner that is mutually agreeable and in compliance with applicable Law, and shall to that extent execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Transfer Taxes to be assessed and paid in accordance with applicable Law. (b) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information relating to the Company and its Subsidiaries (including reasonable access to books and records) and assistance (at the expense of the requesting party) as is reasonably requested for the filing of any Tax Return, the conduct of any Tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. Any information obtained under this Section ‎6.7‎(b) shall be kept confidential, except (i) as may be otherwise necessary in connection with the filing of any Tax Return or claims for refund or in conducting a Tax audit or other proceeding or prosecuting or defending any claim, suit or proceeding relating to any Tax matter, or (ii) with the consent of Seller or Buyer, as the case may be. Xxxxx and Seller shall reasonably cooperate with each other in the conduct of any Tax audit or other Tax proceedings and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section ‎6.7‎(b). For the avoidance of doubt, and notwithstanding anything to the contrary herein, in no event shall Seller and its Affiliates have any rights to review any consolidated, combined, unitary or similar Tax Return that includes Buyer or its Affiliates, nor shall Buyer and its Affiliates have any right to review any consolidated, combined, unitary or similar Tax Return filed by Seller or its Affiliates, other than a Tax filing by a group as to which the Company or any of its Subsidiaries is the parent. (c) For purposes of this Agreement, when apportioning Taxes with respect to a Straddle Tax Period, (x) in the case of any Taxes that are imposed under Section 4501 on a periodic basis, including property taxes and other such ad valorem Taxes that are imposed on a periodic basis, the portion of such Tax that relates to the portion of the Code Straddle Tax Period ending on and including the day prior to the Closing Date shall, be deemed to be the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days from the beginning of such Straddle Tax Period through and including the day prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Tax Period, and (as amended y) in the case of any Tax other than those referenced in clause (x), be deemed equal to the amount of Tax which would be payable if the relevant Tax period ended on and included the day prior to the Closing Date based on an interim closing of the books. For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Tax Period ending on and including the day immediately prior to the Closing Date on a pro rata basis, determined by multiplying the Inflation Reduction Act entire amount of 2022such item allocated to the Straddle Tax Period by a fraction, H.R. 5376the numerator of which is the number of calendar days in the portion of the Straddle Tax Period ending on and including the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Tax Period. In the case of any Tax based upon or measured by capital (including net worth or long‑term debt) or intangibles, any amount thereof required to be allocated under this Section ‎6.7(c) shall be computed by reference to the level of such items at the end of the day immediately prior to the Closing Date. (“Stock Buyback Tax”)d) Prior to the Closing, all Tax sharing agreements and similar arrangements between (collectively, “Transfer Taxes”i) that become payable by any of the parties hereto in connection with Company and its Subsidiaries, on the one hand, and (ii) Seller or by reason any of its Affiliates (other than the execution of this Agreement Company and its Subsidiaries) on the Transactions shall other hand, will be borne by the Company. The party hereto responsible for filing any necessary Tax Returns terminated and will have no further effect with respect to Transfer the Company and any of its Subsidiaries for any Tax period (whether past, present or future), and, after the Closing, no additional payments will be made thereunder with respect to any Tax period, whether in respect of a redetermination of liability for Taxes under applicable Law shall cause such Tax Returns to be filedor otherwise. Seller will, and if required by applicable Lawwill cause its Affiliates to, the other parties hereto shall join take all steps necessary to ensure that each such termination is effective in the execution manner described above. (e) Seller and Buyer agree that the contribution of any the Company Shares to Buyer shall be implemented pursuant to the rollover tax regime set forth in Article 210-A and 210-B of the French Tax Code (the “French Code”) and for such Tax Returnspurposes they agree to comply with all of the provisions of Article 210-A and 210-B of the French Code and with the provisions of Exhibit C; provided, that Buyer shall have no liability to the Amundi Parties with respect thereto to the extent such covenants are not applicable to Buyer’s tax position, without prejudice to Xxxxx’s obligation to comply with the covenants.

Certain Tax Matters. (a) The parties hereto shall All transfer, sales and similar Taxes (and shall cause their respective affiliates to"Transfer Taxes") reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests incurred in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions Ancillary Agreements, and the transactions contemplated hereby and thereby (including any sales Tax on the transfer of the Assets imposed by Texas) shall be borne by Showco and Vari-Lite (and, to the Companyextent paid by Clearsho, Showco and Vari-Lite shall reimburse Clearsho upon request). The party hereto responsible for filing any Showco and Vari-Lite, at their expense, shall prepare and file, to the extent required by, or permissible under, Applicable Law, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes under applicable Law shall cause such Tax Returns to be filedTaxes, and and, if required by applicable Applicable Law, the other parties hereto Clearsho shall join in the execution of all such Tax Returns and other documentation; provided, however, that prior to the Closing Date, to the extent applicable and requested by Showco, Clearsho shall provide to Showco and Vari-Lite appropriate certificates of Tax exemption from each applicable Governmental Authority. (b) Each of Vari-Lite, Showco and Clearsho shall provide such assistance as may reasonably be requested by the other Party in connection with the preparation of any Tax Return, audit or other examination, or any proceeding, by or before any Governmental Entity relating to liability for Taxes, and each such Party shall provide the requesting Party with all books and records or other information which may be relevant to such Tax Return, audit, examination or proceeding. All books, records and information obtained pursuant to this Agreement relating to Taxes shall be kept confidential by such Parties. (c) In the event that a dispute arises between Vari-Lite and Showco, on the one hand, and Clearsho, on the other hand, regarding Taxes or any amount due under this Section 5.2, such Parties shall attempt in good faith to resolve such dispute and any agreed-upon amount shall be promptly paid to the appropriate Party. If any such dispute is not resolved within thirty days after notice thereof is given by one such Party to any other Party, such Parties shall submit the dispute to an Independent Accounting Firm for resolution, which resolution shall be final, binding and conclusive on such Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Independent Accounting Firm in resolving the dispute shall be borne equally by such Parties. Any payment required to be made as a result of the resolution by the Independent Accounting Firm of any such dispute shall be made within five business days after such resolution, together with any interest determined by the Independent Accounting Firm to be appropriate. (d) To the extent that Vari-Lite or Showco, on the one hand, or Clearsho, on the other hand, receives a Tax Returnsrefund or credit with respect to a Tax that was paid or incurred by the other Party, such receiving such Party shall promptly pay the amount of such Tax refund or credit to such other Party.

Certain Tax Matters. (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “"Transfer Taxes”") that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne fifty percent (50%) by the CompanySeller and fifty percent (50%) by Purchaser and paid when due. The party hereto responsible Parties agree to execute and deliver to each other such resale, occasional sale, or similar certificates as may be requested in order to qualify for filing available exemptions from Transfer Taxes. Seller shall, at its own expense, timely file any necessary Tax Returns Return or other document with respect to Transfer Taxes, and Purchaser shall cooperate with respect thereto as necessary. Seller has notified (and Purchaser may notify) all of the Governmental Authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities. If any Governmental Authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied. (b) Seller shall include the Purchased Assets and any items of income, gain, loss, deduction, and tax credit with respect to the Purchased Assets and properly allocable under applicable Tax Law shall cause such to a Pre-Closing Tax Returns to be filedPeriod on Seller's federal, state, local and if required by applicable Law, the other parties hereto shall join in the execution of any such non-U.S. income Tax Returns. (c) Any and all existing Tax indemnification, sharing, allocation, and similar agreements (whether written or not) binding upon the Purchased Assets or the Business shall be terminated as of the Closing Date.

Certain Tax Matters. (a) The parties hereto General Partner shall (be responsible for the payment of any Taxes relating to income of the MLP and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect the Operating Partnership allocated to the Transactions that is reasonably requested General Partner by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment virtue of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure being a partner in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of MLP and the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately Operating Partnership for periods prior to the Transactions Closing. The Successor General Partner shall be responsible for the payment of any Taxes relating to income of the MLP and the Operating Partnership allocated to the Successor General Partner by virtue of being a partner in their capacity as suchthe MLP and the Operating Partnership for periods on or after the Closing. (b) Any The Successor General Partner and the Sellers shall each pay one-half of all transfer, documentaryrecording, sales, use, stamp, registration, excise, recording, registration value added use (including all bulk sales taxes) and other similar taxes and fees (collectively, the "Transfer Taxes") arising out of or in connection with the transactions effected pursuant to this Agreement. The party which has the primary obligation to do so under applicable law shall file any Tax Return that is required to be filed in respect of Taxes described in this section. Such party shall pay the Taxes shown on such Tax Return and notify the other party in writing of the other party's share of Taxes for which it is responsible, if any, of the Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other party shall reimburse by wire transfer of immediately available funds no later than ten days after receipt of such notice. (includingc) The Sellers and the Successor General Partner shall provide each other with such assistance as reasonably may be requested by either of them (and the Successor General Partner shall cause the MLP and the Operating Partnership to provide the Seller with such assistance as reasonably may be requested by the Seller) in connection with (i) the preparation of any Tax Return, or (ii) any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information which may be relevant to such return, audit or examination, proceeding or determination. Any information obtained pursuant to this Section 5.8(c) or pursuant to any other section hereof providing for the sharing of information or the review of any Tax Return or other schedule relating to Taxes shall be kept confidential by the parties hereto. For avoidance of doubt, reflecting on a Tax Return any Taxes imposed information referred to in the preceding sentence does not violate the confidentiality requirement of the preceding sentence or of the Confidentiality Agreement. (d) The Sellers shall deliver to the Successor General Partner at the Closing an affidavit of the General Partner which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and which attests to General Partner's non-foreign status (the "FIRPTA Affidavit"). If the Successor General Partner receives the FIRPTA Affidavit at the Closing, the Successor General Partner shall not withhold any of the consideration paid to the Sellers under this agreement pursuant to Section 4501 1445 of the Code (and regulations thereunder). If the Sellers shall fail to provide such certificate, the Successor General Partner shall withhold or, where appropriate, escrow such amount as amended necessary based on the Successor General Partner's reasonable estimate of the amount of such potential liability, or as determined by the Inflation Reduction Act of 2022appropriate taxing authority, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer cover such Taxes under applicable Law shall cause until such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnstime as certificates are provided.

Certain Tax Matters. (a) The parties hereto Each of Parent, Merger Subs and the Company shall use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, and none of Parent, Merger Subs or the Company has taken or will take any action (and shall cause their respective affiliates to) or fail to take any action), if such action (or failure to act), whether before or after the First Effective Time, would reasonably cooperate with one another in providing information with respect be expected to prevent or impede the Transactions that is reasonably requested by one another and reasonably necessary to enable Mergers from qualifying for the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Intended Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchTreatment. (b) Any transferEach of Parent, documentarythe Company, salesand their respective Affiliates shall file all Tax Returns consistent with the Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-(a) on or with the its Tax Return for the taxable year of the Mergers), useand shall take no position inconsistent with the Intended Tax Treatment (whether in audits, stampTax Returns or otherwise), registrationin each case, exciseunless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. (c) Parent and the Company shall promptly notify the other party in writing if, recordingbefore the Closing Date, registration value added either such party knows or has reason to believe that the Mergers may not qualify for the Intended Tax Treatment (and other similar Taxes (the parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate such qualification), including, for as applicable, causing the Mergers to be structured as a “two-step” merger qualifying as a tax-free reorganization pursuant to IRS Revenue Ruling 2001-46, which amendments shall be made if the Company reasonably determines on the advice of its counsel that such amendments are reasonably necessary to cause the Intended Tax Treatment to apply and would not be commercially impracticable. (d) In the event the SEC requests or requires a tax opinion regarding the Intended Tax Treatment in connection with filing the Proxy Statement / S4, each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor. Additionally, in the event that the SEC requests or requires such a tax opinion on the Intended Tax Treatment of the Mergers or other tax consequences to shareholders of Parent, then Parent will use its reasonable best efforts to cause such opinion (as so required or requested) to be provided by its tax advisor and if the SEC requests or requires any opinion on the Intended Tax Treatment of the Mergers or other tax consequences to shareholders of the Company, then the Company shall use reasonable best efforts to cause such opinion (as so required or requested) to be provided by its tax advisor. For the avoidance of doubt, any Taxes imposed under Section 4501 of a tax opinion regarding the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Intended Tax Returns with respect Treatment is not a condition to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsclosing.

Certain Tax Matters. (a) The parties hereto Issuers will treat the Issuers and the Notes as described in the “CertainAs of the Closing Date, the Issuer shall (elect to be classified, for U.S. Ff ederal Ii ncome Tt ax Considerations” section of the Offering Circularpurposes, as a disregarded entity wholly owned by the sole beneficial owner of the Preferred Shares and shall not take any action or permit any other Person to take any action that would cause their respective affiliates to) reasonably cooperate with one another in providing information with respect it to the Transactions be treated as other than a disregarded entity or a partnership (that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (inot a publicly traded partnership taxable as a corporation) determine the for U.S. federal income tax treatment purposes. So long as there is one beneficial owner of the Transactions to holders of Class A Common Stock, Founder Preferred Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such for U.S. federal income tax treatmentpurposes, (iii) prepare U.S. federal income Tax Returns reporting relevant portions each of the Transactions consistent with Issuer and such beneficial owner agree to treat the assets and liabilities of the Issuer as those of the sole beneficial owner. The Issuer will treat the Secured Notes, to the extent outstanding for U.S. federal income tax treatment purposes, as mutually agreed by debt and the parties hereto Preferred Shares as equity, in each case for all U.S. federal, state and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal local income tax purposes and will take no action inconsistent with such treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be unless required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchby law. (b) Any transferThe Issuer and Co-Issuer shall prepare and file, documentaryor shall hire accountants and the accountants shall cause to be prepared and filed (and, saleswhere applicable, usedelivered to the Issuer or Holders) for each taxable year of the Issuer and the Co-Issuer the federal, stampstate and local income tax returns and reports as required under the Code, registrationor any tax returns or information tax returns required by any governmental authority which the Issuer and the Co-Issuer areis required to file (and, excisewhere applicable, recordingdeliver), registration value added and shall provide to each Holder any information that such Holder reasonably requests in order for such Holder to comply with its U.S. federal, state or local tax and information return and reporting obligations. (c) Notwithstanding any provision herein to the contrary, the Issuer shall take any and all reasonable actions that may be necessary or appropriate to ensure that the Issuer satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1446, 1471, and 1472, and any other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 provision of the Code (as amended or other applicable law. Without limiting the generality of the foregoing, the Issuer may withhold any amount that it or any advisor retained by the Inflation Reduction Act Trustee on its behalf determines is required to be withheld from any amounts otherwise distributable to any Person. (d) The Issuer shall treat each purchase of 2022Collateral Obligations (other than those transferred to it from a Person from whom the Issuer is disregarded for U.S. federal income tax purposes) as a “purchase” for tax accounting and reporting purposes. (e) If required to prevent the withholding and imposition of U.S. federal income tax on payments made to the Issuer, H.R. 5376the Issuer shall deliver or cause to be delivered an IRS Form W-9 of its sole beneficial owner for U.S. federal income tax purposes or, for periods during which the Issuer is treated as a partnership for U.S. federal income tax purposes, its own IRS Form W-9 (or applicable successor of such IRS form) (“Stock Buyback Tax”)) (collectivelyto each Obligor of, “Transfer Taxes”) that become payable by any of or counterparty or paying agent with respect to, an Asset at the parties hereto in connection with time such Asset is acquired or by reason of the execution of this Agreement and the Transactions shall be borne entered into by the Company. The party hereto responsible for filing any necessary Tax Returns with respect Issuer and thereafter prior to Transfer Taxes under applicable Law shall cause the obsolescence or expiration of such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsform.

Certain Tax Matters. (a) The parties hereto Tax Matters Member shall (prepare or cause to be prepared all federal, state and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income local, as well as non-U.S., if any, tax treatment returns of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding Company for each year for which such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be returns are required to be rendered in connection with filed and shall file or cause such returns to be timely filed. The Managing Member shall determine the Transactionsappropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the parties hereto agree that in no event will counsel several states and other relevant jurisdictions as to a party hereto be required to render an opinion regarding the Tax consequences or considerations treatment of any person such item or any other than its client method or such client’s shareholders or warrantholders immediately prior procedure related to the Transactions in their capacity preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. The Managing Member shall act as such. (bthe “tax matters partner” for purposes of Section 6231(a)(7) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback TaxTax Matters Member”)) (collectively, “Transfer Taxes”) that become payable by any . The Tax Matters Member shall have all of the parties hereto rights, duties, powers and obligations provided for in connection with or by reason Sections 6221 through 6232 of the execution Code. Each Member agrees that it will take no position on its individual tax returns inconsistent with the positions taken on the Company’s tax returns. The Tax Matters Member will take no action which is reasonably expected to have a disproportionate material adverse effect on one or more of this Agreement the Members unless such action is approved by such adversely affected Members in writing (and such approval shall not be unreasonably withheld); provided that the Transactions Tax Matters Member may take any action which is required in accordance with written advice from qualified counsel (which advice and counsel shall be borne by the Companyreasonably satisfactory to Sxxxxxx). The party hereto Tax Matters Member will be responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filednotifying all Members of ongoing proceedings, both administrative and judicial, and if required by applicable Law, will represent the other parties hereto shall join in the execution of Company throughout any such proceeding. The Members will furnish the Tax ReturnsMatters Member with such information as it may reasonably request to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members. The Tax Matters Member will not bind any other Member to any extension of the statute of limitations or to a settlement agreement without such Member’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Certain Tax Matters. (a) The parties hereto shall (Company shall, and shall cause each of its Subsidiaries to, pay when due all material Taxes of any nature whatsoever now or hereafter imposed or assessed against the Company or such Subsidiary or their respective affiliates assets or upon the Company’s (or such Subsidiary’s) ownership, possession, use, operation or disposition thereof or upon the Company’s (or such Subsidiary’s) rents, receipts or earnings arising therefrom. The Company shall, and shall cause each of its Subsidiaries to, accurately file on or before the due date therefor (taking into account proper extensions) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another all federal and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal state income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto returns and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to material Tax matters will be returns required to be rendered in connection with filed. Notwithstanding the Transactionsforegoing, the parties hereto agree that Company and its Subsidiaries may contest, in no event will counsel to a party hereto be required to render an opinion regarding good faith and by appropriate proceedings diligently conducted, Taxes for which the Tax consequences or considerations of any person other than Company and its client or such client’s shareholders or warrantholders immediately prior to the Transactions Subsidiaries maintain adequate reserves in their capacity as suchaccordance with GAAP. (b) Any transferThe Company and the Investors agree that, documentaryfor Tax purposes, sales(i) the Company and the Investors shall treat the transactions contemplated by this Agreement as indebtedness and shall treat each of the Investment Amounts as comprising separate debt instruments subject to the rules applicable to contingent payment debt instruments under Treasury Regulation Section 1.1275-4(b), useand (ii) subject to the application of the Cap Amount or as otherwise required by applicable law, stampif multiple Investment Amounts have been paid by the Investors to the Company, registrationthen Royalty Payments shall for tax purposes be treated as paid pro rata in respect of each such Investment Amount. The parties hereto agree not to take any position that is inconsistent with the provisions of this Section 5.10 on any tax return or in any audit or other tax-related administrative or judicial proceeding unless (x) the other parties hereto have consented in writing (such consent not to be unreasonably withheld, exciseconditioned or delayed) to such actions or (y) a party hereto receives advice in the form of a written memorandum or opinion from a nationally recognized accounting or law firm (at a more likely than not standard) that debt treatment is not appropriate, recordingprovided, registration value added that if any such party receives such advice, it shall promptly inform the other parties hereto thereof, and if another party hereto receives written advice from a nationally recognized accounting or law firm (at a more likely than not standard) that debt treatment is appropriate, the parties hereto shall in good faith discuss the differing conclusions and attempt to reconcile the differences, and if they are unable to do so, each such party may take its own position in respect thereof. If there is an inquiry by any Governmental Entity of the Investors or the Company related to the treatment described in this Section 5.10, the parties hereto shall cooperate with each other similar Taxes in responding to such inquiry in a reasonable manner which is consistent with this Section 5.10. (c) Notwithstanding anything to the contrary in this Agreement (but subject to the requirement in Section 5.10(b) to treat the transactions contemplated hereby as indebtedness and subject to the Company’s obligation to pay additional amounts pursuant to Section 5.10(d)), each of the Investors and the Company shall be entitled to withhold and deduct (or cause to be withheld and deducted) from any amount payable under this Agreement to any other party any Tax that any Investor or the Company, as applicable, determines that it is required to withhold and deduct under applicable law, and any such amount withheld and deducted shall be treated for all purposes of this Agreement as being paid to such other party; provided, that each of the Investors and the Company shall give such other party reasonable prior notice and the opportunity, in good faith, to contest and prevent such withholding and deduction. The parties hereto shall use commercially reasonable efforts to give or cause to be given to the other parties hereto such assistance and such information concerning the reasons for withholding or deduction (including, in reasonable detail, the method of calculation for the deduction or withholding thereof) as may be reasonably necessary to enable an Investor or the Company, as applicable, to claim exemption therefrom, or credit therefor, or relief (whether at source or by reclaim) therefrom, and, in each case, shall furnish the Investors or the Company, as applicable, with proper evidence of the taxes withheld and deducted and remitted to the relevant taxing authority. Each Investor, severally but not jointly, agrees (i) to notify the Company in writing if (A) such Investor becomes ineligible to use or deliver the Applicable Withholding Certificate delivered by such Investor to the Company under Section 3.1 (f) or (B) the Applicable Withholding Certificate delivered by such Investor to the Company under Section 3.1(f) ceases to be accurate or complete and (ii) to provide (to the extent it is legally eligible to do so) any additional Tax forms that the Company may reasonably request. (d) Notwithstanding anything to the contrary in this Agreement, if the Company (including, for the avoidance of doubtdoubt for purposes of this Section 5.10(d), any successor to the Company under this Agreement) becomes organized, formed or tax resident in a jurisdiction outside of the United States, then: (i) if any applicable non-U.S. law requires the deduction or withholding of any additional amount from any payment hereunder to any Investor (which additional amount would not have resulted, solely as a result of the Company being organized, formed or tax resident in a jurisdiction outside of the United States), then the sum payable by the Company shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 5.10(d)), such Investor receives the full contractual amount of the applicable payment as if no such additional deduction or withholding had been required or made; (ii) if any Investor is required to pay any additional Taxes with respect to payments hereunder under any applicable non-U.S. law the amount of which it would not otherwise have to pay solely as a result of the Company being organized, formed or tax resident in a jurisdiction outside of the United States, then the Company shall indemnify such Investor, within 10 days after demand therefor, for the full amount of such additional Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 4501 of 5.10(d) under such non-U.S. law) payable or paid by such Investor; and (iii) the Code (amount treated as amended paid by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable Company and received by any of the parties hereto in connection with or by reason of the execution applicable Investor for purposes of this Agreement shall include all additional amounts and indemnity payments paid to such Investor pursuant to this Section 5.10(d) (and for the avoidance of doubt shall be fully creditable towards the Cap Amount) and shall be reduced by all indemnified Taxes withheld from payments to such Investor or payable directly by such Investor (and for the avoidance of doubt shall be fully deducted from the Cap Amount). (e) Notwithstanding anything to the contrary in this Agreement, each party’s obligations under this Section 5.10 shall survive any assignment of rights by, or the replacement of, an Investor and the Transactions shall be borne by repayment, satisfaction or discharge of the Company. The party hereto responsible for filing Investment Amounts and any necessary Tax Returns with respect to Transfer Taxes other obligations under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returnsthis Agreement.

Certain Tax Matters. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, the Managing Member shall appoint on an annual basis by a resolution executed by it, the LLP’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”). The parties hereto Tax Matters Member shall have the following rights and responsibilities: (i) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (ii) The Tax Matters Member is authorized to represent the LLP before the Internal Revenue Service (“IRS”) and any other taxing authority with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Managing Member deems necessary or advisable. (iii) The Tax Matters Member shall promptly inform each Holder of 5% or more of the Class B Membership Interests of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall cause their respective affiliates to) reasonably cooperate forward to such Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would affect such Members’ liability for taxes. The Tax Matters Member agrees to consult with one another such Class B Holders in providing information good faith with respect to any written notice of any inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable LLP without the parties hereto to (i) determine the U.S. federal income tax treatment prior written consent of a majority of the Transactions to holders of Class A Common StockB Holders that received the information in accordance with this Section, Founder Shares which consent shall not be unreasonably withheld or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchdelayed. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for Promptly following the avoidance of doubt, any Taxes imposed under Section 4501 written request of the Code (as amended Tax Matters Member, the LLP shall, to the fullest extent permitted by Law, reimburse and indemnify the Inflation Reduction Act of 2022Tax Matters Member for all reasonable expenses, H.R. 5376) (“Stock Buyback Tax”)) (collectivelyincluding reasonable legal and accounting fees, “Transfer Taxes”) that become payable by any of the parties hereto incurred in connection with any administrative or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns judicial proceeding with respect to Transfer Taxes under applicable Law the tax liability of (i) the LLP and/or (ii) the Members in connection with the operations of the LLP. (c) The LLP shall prepare or cause such Tax Returns to be filedprepared the United States federal, state, local, foreign and any other required tax returns of the LLP and shall file or cause to be filed such returns on a timely basis. (d) The LLP shall transmit copies of the United States federal tax returns referenced in Section 4.3(c) to each Holder of 5% or more of the Class B Membership Interests on or before forty-five (45) calendar days before the due date of each such return, including any valid extensions thereto. The LLP shall not cause any such tax return to be filed unless a majority of the Class B Holders that received information in accordance with this Section have consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent); provided, however, that, if required by applicable Lawa majority of the Class B Holders that received information in accordance with this Section do not consent to the filing of any tax return at least fifteen calendar days before the due date, then the LLP (A) shall promptly notify the Class B Holders that received information in accordance with this Section of the disputed issues; and (B) may file such return after making a good faith effort to incorporate in such return any comments previously received from a majority of the Class B Holders that received information in accordance with this Section. (e) To the extent appropriate, the other parties hereto Holders of 5% or more of the Class B Membership Interests shall join be consulted in connection with the execution preparation and filing of any such Tax Returnstax returns contemplated by this Section 4.3.

Certain Tax Matters. (a) The parties hereto Purchase Price, the obligations of Seller assumed by Buyer pursuant to Section 2.3 above, and all capitalized costs shall (be allocated among the Acquired Assets and Seller's covenant under Section 7.4 in accordance with Schedule 7.2(a) which shall cause their respective affiliates to) be agreed to by Buyer and Seller ---------------- reasonably cooperate with one another in providing information with respect prior to Closing for all applicable Tax purposes, including Code Section 1060. After the Closing, from time to time, Buyer and Seller shall agree upon revisions to the Transactions that is reasonably requested by one another and reasonably necessary allocation set forth in Schedule 7.2(a) to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with reflect any audits, examinations or other proceedings before the IRS relating ---------------- adjustments to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as suchconsideration. (b) Any transferBuyer and Seller shall file and cause to be filed all Tax Returns and execute such other documents as may be required by any taxing authority, documentaryin a manner consistent with Schedule 7.2(a). as it may be revised ---------------- from time to time. Seller and Buyer shall cooperate in the preparation of Part 2 and 3 of Internal Revenue Service ("IRS") Form 8594 (or any successor form) and each will be required to file IRS Form 8594, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under pursuant to Section 4501 1060 of the Code relating to the transactions contemplated by this Agreement based on the allocation in Schedule 7.2(a). as it may be revised from time to time. Buyer and --------------- Seller shall file, or cause the filing of, such form and each comparable form with each relevant taxing authority. (as amended by the Inflation Reduction Act of 2022c) Subject to Section 12.3(c), H.R. 5376) (“Stock Buyback Tax”)) (collectively, “all Transfer Taxes”) that become payable by any of the parties hereto Taxes incurred in connection with or by reason of the execution of this Agreement and the Transactions transactions contemplated hereby shall be borne shared equally by Seller and Buyer. Seller and Buyer shall cooperate in timely making and filing all Tax Returns as may be required to comply with the Companyprovisions of any Transfer Tax laws. The party hereto Party responsible for filing each such Tax Return shall timely pay any necessary Transfer Taxes due and payable with respect to such Tax Return, and the other Party shall timely reimburse the paying Party for the Other Party's proper share of such Transfer Taxes. (d) At the Closing, Seller shall deliver to Buyer duly executed certificates certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code. (e) Seller shall timely file or cause to be filed (1) all Income Tax Returns relating to the Business for any Preclosing Period and (ii) all other Tax Returns with respect to Transfer the Acquired Assets or the income or operations of the Business required to be filed for periods ending on or prior to the Closing Date. Buyer shall timely file or cause to be filed (i) all Income Tax Returns relating to the Business for any period following the Preclosing Period, and (ii)all other Tax Returns with respect to the Acquired Assets or the income or operations of the Business required to be filed for periods ending on or after the Closing Date. Subject to Article 12, each party responsible for the payment of any Taxes under applicable Law this Section 7.2 shall cause such Tax Returns to be filed, and if required by applicable Law, indemnify the other parties hereto party and its Affiliates from and against such Taxes and any related Damages. (f) Seller and Buyer shall join each provide the other with such assistance as may be reasonably requested (including making employees reasonably available to provide information or testimony) in connection with the execution preparation of any such Tax ReturnsReturn or the determination of liability for Taxes with respect to the Acquired Assets or the income or operations of the Business as contemplated by this Agreement.