Common use of Federal Tax Status Clause in Contracts

Federal Tax Status. Commencing with its taxable year ended December 31, 2016, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 2019 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 2020 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year years ended December 31, 2020 2017, 2018 and 2019 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2020 and thereafter. The Company has qualified as a REIT under the Code for the Company’s taxable years ended December 31, 2017, 2018 and 2019 and intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries that is a corporation has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended ending December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, be organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2017 and thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended ending December 31, 2021 2017 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 2017 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends intended to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 2017 and intends to qualify as a REIT under the Code for the Company’s taxable years ended thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with Operating Partnership is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 2019 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended year ending December 31, 2021 2020 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 2017 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 2019 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for commencing with the Company’s taxable year ended December 31, 2020 2017 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2022 and thereafter. The Company has qualified as a REIT under the Code for the Company’s taxable years ended December 31, 2017, 2018, 2019, 2020 and 2021 and intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package Statement and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for commencing with the Company’s taxable year ended December 31, 2020 2017 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2022 and thereafter. The Company has qualified as a REIT under the Code for the Company’s taxable years ended December 31, 2017, 2018, 2019, 2020 and 2021 and intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended ending December 31, 2016, the Company has been and, following the sale of the Securities will continue to be, be organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”), and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The proposed ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2016 and thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended ending December 31, 2021 2016 or, if later, the first year in which the Company has material real estate assets and operations, and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and proposed method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with Operating Partnership is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162019, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year years ended December 31, 2019 and 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended ending December 31, 2021 and thereafter, . The Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries, if any, has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company that is not a “taxable REIT subsidiary” has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with NewLake Capital Partners, Inc., a Maryland corporation (“Target”) qualified as a REIT for U.S. federal income tax purposes for its taxable year ended December 31, 2020 through the requirements time of the no-action relief issued on December 7merger with and into NL Merger Sub, 2012 by the Division of Swap Dealers and Intermediary Oversight LLC, a Maryland limited liability company (“Merger Sub”), a subsidiary of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCompany, on or about March 17, 2021.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year years ended December 31, 2020 2017, 2018 and 2019 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2020 and thereafter. The Company has qualified as a REIT under the Code for the Company’s taxable years ended December 31, 2017, 2018 and 2019 and intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package Statement and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year years ended December 31, 2020 2017 and 2018 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2019 and thereafter. The Company has qualified as a REIT under the Code for the Company’s taxable years ended December 31, 2017 and 2018 and intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package Statement and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended December 31, 2016, the The Company has been and, following the sale of the Securities is organized and will continue to be, organized be operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”) commencing with the taxable year ended December 31, 2017. Upon completion of the offering contemplated hereby, the top five individual owners of shares of Common Stock, calculated in accordance with the attribution rules under the Code, collectively will own less than 50% of the outstanding Common Stock. The present and contemplated ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2017 and thereafter. The Neither the Company intends nor any of its subsidiaries has taken any action that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code for during any such time, and the Company’s taxable years ended December 31, 2021 and thereafter, Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and proposed method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and direct or indirect subsidiaries (if any) that is classified for U.S federal income tax purposes as a corporation will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the CodeCode commencing with the taxable year ended December 31, 2017, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with Operating Partnership is currently classified as a disregarded entity. Following such time as the requirements Operating Partnership is treated for U.S federal income tax purposes as having more than one owner, it will be treated as a partnership within the meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.

Federal Tax Status. Commencing with its taxable year ended ending December 31, 20162020, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The proposed ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended ending December 31, 2020 and thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended year ending December 31, 2021 2020, and thereafter, the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any for such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetaxable year. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be either a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code or a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 and thereafter, does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries has been, is, and will be a “taxable REIT Subsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company has complied with the requirements of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers and Intermediary Oversight of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase options.

Federal Tax Status. Commencing with its taxable year ended December 31, 20162017, the Company has been and, following the sale of the Securities will continue to be, be organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code. The ownership and method of operation of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus has enabled the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable year ended December 31, 2020 and will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s taxable years ended December 31, 2017 and thereafter. The Company intends to qualify as a REIT under the Code for the Company’s taxable years ended December 31, 2021 2017 and thereafter, and the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under the Code during any such time and has no intention of changing its proposed and current method of operation or engaging in activities which would cause it to fail to qualify or make economically undesirable its qualification as a REIT under the Codetime. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization, ownership and method of operation set forth in, or incorporated by reference into in the Registration Statement, the General Disclosure Package and the Prospectus are true, correct and complete in all material respects. Each of the Company’s Subsidiaries direct or indirect corporate subsidiaries has been, is, and will be a “taxable REIT Subsidiarysubsidiary” within the meaning of Section 856(l) of the Code, and the Company is not aware of any fact that would negatively impact such qualification. Each other Subsidiary direct and indirect subsidiary of the Company has been properly treated since formation, and will continue to be properly treated, as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code and no election has been made to the contrary. The Company Operating Partnership has complied with been, is and will be treated as a partnership within the requirements meaning of Sections 7701(a)(2) and 761(a) of the no-action relief issued on December 7, 2012 by the Division of Swap Dealers Code and Intermediary Oversight not as a publicly traded partnership taxable as a corporation under Section 7704 of the Commodities and Futures Trading Commission with respect to negotiation of mortgage REITs and commodities purchase optionsCode.