Common use of Intended Tax Treatment Clause in Contracts

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (ia) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax Tax that follows the U.S. federal income tax treatment), each the parties hereto intend that (i) the First Merger and the Second Merger, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a368(a) of the Code, and (ii) this Agreement will constitute a “plan of reorganization” for the purposes of Section 368 of the Code by Axxxxxxx (to the extent of proceeds retained by the Companyand Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) (clauses (i) and (ii) collectively, the “Intended Income Tax Treatment”). The Parties . (b) So long as the conditions set forth on Exhibit D are satisfied, then (i) each party hereto will agree to prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(iposition that the Mergers qualify for the Intended Tax Treatment, and (ii) and will not no party shall take any inconsistent position on any Tax Return or during the course of any Action, audit, litigation or other similar proceeding with respect to TaxesTaxes that is inconsistent with the Intended Tax Treatment, except except, in each case, as otherwise required by a final determination within by a taxing authority or a change in applicable Law after the meaning date of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Datethis Agreement. (iic) IfThe parties shall cooperate with each other and their respective counsel and use their reasonable best efforts to cause the conditions set forth on Exhibit D to be satisfied. Neither the Company nor Parent shall, in connection with or shall cause or permit any of their respective Subsidiaries to, take or omit to take any reasonable action not required or contemplated by this Agreement, as a result of which the preparation and filing of Mergers would reasonably be expected to fail to qualify for the Proxy Statement and Intended Tax Treatment. (d) Parent shall reasonably promptly notify the Registration StatementCompany, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver reasonably promptly notify the Parent, in each case if such party becomes aware of any non-public fact or circumstance that would reasonably be likely to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of prevent or impede the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that Mergers from qualifying for the Intended Income Tax Treatment should apply to the Business CombinationTreatment.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx Acxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Paxx Xxxxxxxx LLPXLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Paxx Xxxxxxxx LLP XLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends The parties intend that the Business Combination will Merger qualifies for the Intended Tax Treatment. The Merger shall be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received reported by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and parties for all applicable Tax purposes in part as (B) a contribution pursuant to Section 721(a) of accordance with the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare , and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and parties will not take any inconsistent position on any Tax Return or during the course of any Actionaction, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination Governmental Entity as a result of a “determination” within the meaning of Section 1313(a1313(a)(1) of the Code (or any similar or corresponding provision of state state, local, or local non-U.S. Law). Each of the Parties parties agrees to use reasonable best efforts to promptly notify all other Parties parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateEntity. (ii) IfParent shall promptly notify the Company if, in connection with at any time before the preparation and filing Effective Time, Parent becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. The Company shall promptly notify Parent if, at any time before the Effective Time, the Company becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. (iii) Each of the Proxy Statement parties shall use its commercially reasonable efforts to cause the Merger to qualify for the Intended Tax Treatment, and no such party shall take or cause to be taken or knowingly fail to take or cause to be taken any action which could reasonably be expected to prevent or impede the Registration StatementIntended Tax Treatment. (iv) The Company and Parent shall each use commercially reasonable efforts to cause the delivery of (A) any opinion of Xxxxxx, the SEC requests Xxxx, & Xxxxxxxx LLP, tax counsel for Parent (“Parent Tax Counsel”), or requires that tax opinions be prepared and submitted in such connection, Acquiror and other nationally recognized law or accounting firm reasonably acceptable to the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLPor Parent, as applicable, customary with respect to the tax treatment of the Merger required to be rendered in connection with any filing described in Section 5.3 (the “S-4 Tax representation letters satisfactory Opinion”) and (B) certain Tax certificates, each in substantially the form of Exhibit B and Exhibit C, attached hereto, with respect to its counselthe Company and Parent, respectively, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been such filing is declared effective by the SEC and such other date(s) signed by an officer of the Company or Parent, as determined applicable, containing representations and covenants, in each case, as reasonably necessary by such and appropriate to enable counsel to render the S-4 Tax Opinion. Further, the Company and Parent shall each use commercially reasonable efforts to cause the delivery, on the Closing Date but before the Effective Time, of certain Tax certificates, each in connection substantially the form of Exhibit B and Exhibit C, attached hereto, with respect to the preparation Company and filing Parent, respectively, dated as of the Proxy Statement Closing Date and signed by an officer of the Company or Parent, as applicable, containing representations and covenants, in each case, as reasonably necessary and appropriate to enable Xxxxx Day (“Company Tax Counsel”) (or other counsel as applicable) to render the Closing Tax Opinion (as defined below) pursuant to Section 6.3(e) of this Agreement. Each of Parent and the Registration StatementCompany shall use its commercially reasonable 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 would cause to be untrue) any of the Tax certifications, andcovenants, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to representations included in the effect that certificates described in this Section 5.12(a)(iv). (v) The parties hereby adopt this Agreement as a “plan of reorganization” within the Intended Income Tax Treatment should apply to the Business Combinationmeaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Intended Tax Treatment. The Parties intend that, for United States federal, and applicable state and local, income Tax purposes, (i) For U.S. the Contributions and the Liquidation together will qualify as a “reorganization” of the Company within the meaning of Section 368(a)(1)(F) of the Code; (ii) the Redemptions will be treated a distributions by the Company pursuant to Section 302(b) or Section 301 of the Company (as applicable); (iii) the Company Merger be treated as a merger of the Company into NXDT qualifying as “reorganization” within the meaning of 368(a)(1)(A) of the Code, (iv) the Intermediary Merger and the Holdings Merger will each be non-events, (v) NXDT OP will be treated as a continuation of NHT OP (the “Continuing Partnership”), such that the Operating Partnership Merger will be treated as a contribution by NXDT (as the regarded owner of NXDT OP for United States federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each purposes) of the Parties intends that the Business Combination will be treated in part as (A) a purchase assets of interests in the Company by Acquiror (NXDT OP to the extent of the proceeds received Continuing Partnership in a transaction governed by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Code Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (collectively, the “Intended Income Tax Treatment”). The Parties will prepare and shall file all Tax Returns consistent (and cause their respective affiliates and persons to file all Tax Returns) consistently with the foregoing provisions Intended Tax Treatment, and none of this Section 8.03(a)(i) and will not the Parties shall take any inconsistent position on any Tax Return or during the course of any Action, audit, audit or other similar legal proceeding that is inconsistent with respect to Taxesthe Intended Tax Treatment, except as unless otherwise required by a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local applicable Law). Each of From and after the date hereof, the Parties agrees shall not take (and shall cause their affiliates not to promptly notify all other Parties of take), or knowingly fail to take, any challenge action that could reasonably be expected to the prevent such Intended Income Tax Treatment by any Governmental AuthorityTreatment. The consideration treated Parties hereby adopt this Agreement as paid for partnership interests in (Aa “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date1.368-3(a). (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. The Parties intend that the First Merger and Second Merger, taken together, will be treated for U.S. federal and applicable state income tax purposes as (a) a contribution by the Pubco Shareholders to Parent of all of the shares of Pubco Common Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares or Dissenting Shares), and (b) a contribution by the CBA Member to Parent of all of the membership interest of CBA issued and outstanding immediately prior to the Effective Time, in each case in exchange for shares of Parent Class A Common Stock in a transaction described in Section 351 of the Code (the “Intended Tax Treatment”). Each of the Parties will (and will cause its Affiliates to) (i) For U.S. federal income tax purposes use its commercially reasonable efforts to cause the First Merger and the Second Merger to constitute a transaction qualifying for the Intended Tax Treatment and (ii) not take any action or fail to take any action that could reasonably be expected to prevent or impede the First Merger or the Second Merger from qualifying for the Intended Tax Treatment. In furtherance and for purposes not in limitation of any applicable state or local income tax that follows the U.S. federal income tax treatment)foregoing, each of the Parties intends that the Business Combination will be treated in part as and their respective Affiliates shall, unless otherwise required by applicable Law, (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 8.03(a)(i1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes the First Merger and the Second Merger), and (B) and will not take any no Tax position inconsistent position on any with the Intended Tax Return Treatment (whether in audits, Tax Returns or during the course of any Actionotherwise), audit, or other similar proceeding with respect to Taxes, except as otherwise unless required by a determination within the meaning of “determination” as defined in Section 1313(a) 1313 of the Code (or any similar or corresponding provision of state or local Law)Code. Each of the Parties agrees to In addition, each Party shall promptly notify all other Parties of any challenge if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests (and the Parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in (A) above and any other item treated as purchase price for applicable Tax purposes will, order to facilitate the extent applicable, be allocated among the assets qualification of the Company in the manner required by Sections 743, 754 and 751 of the Code First Merger and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that Second Merger for the Intended Income Tax Treatment should apply to the Business CombinationTreatment).

Intended Tax Treatment. (ia) For Parent and the Partnership each acknowledge and agree that, for U.S. federal income tax purposes (and for purposes of any applicable state or and local income tax that follows purposes, the Merger is intended to be treated as an “assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i) (and, solely with respect to Redemption Elections, Treasury Regulations Sections 1.708-1(c)(4) and 1.708-1(c)(5) (Example 5)) whereby the Partnership is intended to be the terminating partnership and Parent is intended to be the resulting partnership, and as a result, the Merger is intended to be treated for U.S. federal and applicable state and local income tax treatment), each of the Parties intends that the Business Combination will be treated in part Tax purposes as (A) with respect to any holder of Partnership Preferred Units that receives cash in respect of a purchase Redemption Election, a sale of interests any of its Partnership Preferred Units for which cash was received in the Company respect of a Redemption Election, immediately followed by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of all of the Code assets and liabilities of the Partnership to Parent solely in exchange for interests in the resulting partnership (i.e., the Merger Consideration and Substantially Equivalent Units), immediately followed by Axxxxxxx (C) a liquidating distribution by the Partnership of such Merger Consideration and Preferred Consideration to the extent remaining partners of proceeds retained by the Company) Partnership (the “Intended Income Tax Treatment”). The Parties Unless required to do so as a result of a final “determination” as defined in Section 1313 of the Code, each of Parent and the Partnership will prepare not (and file all Tax Returns consistent will cause its respective affiliates not to) make any tax filings or otherwise take any position inconsistent with the foregoing provisions Intended Tax Treatment and will (and will cause its respective affiliates to) cooperate with the other party to make any filings, statements or reports required to effect, disclose or report the Intended Tax Treatment. (b) Each of this Section 8.03(a)(iParent and the Partnership will (and will cause its respective affiliates to) use its reasonable best efforts to cause the Merger to properly be treated, and will not take or knowingly fail to take (and will cause its affiliates not to take or knowingly fail to take) any inconsistent position on any actions that would reasonably be expected to prevent or impede the Merger from being properly treated, in accordance with the Intended Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law)Treatment. Each of Parent and the Parties agrees to Partnership shall notify the other party promptly notify all other Parties after becoming aware of any challenge fact or circumstance that could reasonably be expected to (i) cause the Merger to fail to qualify for the Intended Income Tax Treatment by or (ii) prevent or impede the receipt of any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required Required Tax Opinions as contemplated by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateArticle VI. (c) Each of Parent and the Partnership will use its reasonable best efforts and will reasonably cooperate with one another to obtain the opinions of counsel referred to in Section 6.1(d), Section 6.1(e), Section 6.2(d) and Section 6.3(c) (the “Required Tax Opinions”), which efforts shall include seeking and accepting an opinion of alternative counsel with nationally recognized expertise in publicly traded partnerships if the applicable counsel named in Section 6.1(d), Section 6.1(e), Section 6.2(d) or Section 6.3(c) is unavailable, unwilling or unable to timely render the applicable Required Tax Opinion. In connection therewith, (i) Parent shall deliver to requisite counsels one or more duly executed certificates containing such representations as shall be reasonably necessary or appropriate to enable such counsels to render the Required Tax Opinions, as applicable (the “Parent Tax Certificate”) and (ii) Ifthe Partnership shall deliver to requisite counsels one or more duly executed certificates containing such representations as shall be reasonably necessary or appropriate to enable such counsels to render the Required Tax Opinions, as applicable (the “Partnership Tax Certificate”), in each case dated as of the Closing Date (and, if requested, Parent and the Partnership shall deliver such certificates to requisite counsels in connection with any opinions to be filed in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counselForm S-4, dated and executed as of the date the Proxy Statement of such opinions), and Parent and the Registration Statement Partnership shall have been declared effective by the SEC and provide such other date(s) information as determined shall be reasonably necessary requested by such counsel counsels for purposes of rendering the Required Tax Opinions (or any opinions to be filed in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business CombinationForm S-4).

Intended Tax Treatment. The Parties hereto agree that, for U.S. federal income (iand applicable state and local) For tax purposes, the purchase and sale of the Shares shall be treated as a purchase and sale of all of the assets held by the Company and its Disregarded Subsidiaries (such assets including, inter alia, equity interests in Company Subsidiaries that are treated as corporations for U.S. federal income tax purposes (purposes) and for purposes an assumption of any applicable state or local income tax that follows the U.S. federal income tax treatment), each all of the Parties intends that the Business Combination will be treated in part as (A) a purchase liabilities of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) its Disregarded Subsidiaries (the “Intended Income Tax Treatment”). The Parties will prepare ) and shall file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i(including U.S. Information Returns) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as consistently therewith unless otherwise required by a determination within the meaning of “final determination” under Section 1313(a) of the Code (or any similar or corresponding provision of state applicable Law or local LawOrder). Each In the event that any Tax Authority disputes the Intended Tax Treatment, Seller or Buyer, as the case may be, shall promptly notify the other Party of the nature of such dispute, and shall cooperate in good faith to preserve the effectiveness of the Intended Tax Treatment, unless otherwise required by a “final determination” under Section 1313(a) of the Code (or any similar provision of applicable Law or Order). It is the intention of the Parties agrees to promptly notify all other Parties of any challenge to that the Intended Income Tax Treatment assets owned by any Governmental Authority. The consideration Acquired Companies that are treated as paid corporations for partnership interests in (A) above U.S. tax purposes and any other item treated by Disregarded Entities of such Acquired Companies shall not have a cost basis for U.S. tax purposes as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets a result of the Company transactions contemplated by this Agreement, and in furtherance of the manner required by foregoing, (1) neither Buyer nor any of its Affiliates (including any Acquired Company) shall make an election under Sections 743, 754 and 751 338 or 336 of the Code with respect to the transactions contemplated by this Agreement or the Restructuring for the Acquired Companies and (2) neither Buyer nor any of its Affiliates (including any Acquired Company) shall take the Treasury Regulations promulgated thereunderposition on any Tax Return (including a U.S. Information Return) in a Post-Closing Tax Period that a transaction (or series of transactions) involving the formation of an Acquired Company, and in accordance which is reflected as a non-recognition transaction (for U.S. tax purposes) on a Tax Return or U.S. Information Return of or with a schedule respect to an Acquired Company that is Seller’s responsibility under Sections 6.9(a), (b) or (c) and was not required to be provided filed (and was not filed) by the Company prior to the Closing Datedate of this Agreement, is treated as a recognition transaction for U.S. tax purposes. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax The Parties intend that follows the U.S. federal income tax treatment), each of (1) the Domestication and (2) the Mergers, taken together, qualifies for the Intended Tax Treatment. The Domestication, and the Mergers shall be reported by the Parties intends that for all applicable Tax purposes in accordance with the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The , and the Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Actionaction, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local applicable Law). Each of the Parties agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) IfThe Acquiror shall promptly notify the Company if, in connection with at any time before the preparation and filing First Effective Time, the Acquiror becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. The Company shall promptly notify the Acquiror if, at any time before the First Effective Time, the Company becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. (iii) Each of the Proxy Statement Parties shall use its reasonable best efforts to cause each of the Domestication and the Registration StatementMergers, taken together, to qualify for the SEC requests Intended Tax Treatment, and no such Party shall take or requires that cause to be taken or knowingly fail to take or cause to be taken any action which could reasonably be expected to prevent or impede the Intended Tax Treatment. The Parties shall reasonably cooperate with each other and their respective tax opinions be prepared counsel to document and submitted in such connectionsupport the Intended Tax Treatment, Acquiror and including by taking the actions set forth on Section 8.4(a) of the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, Disclosure Letter. (iv) The Parties hereby adopt this Agreement as applicable, customary Tax representation letters satisfactory to its counsel, dated a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination1.368-3(a).

Intended Tax Treatment. (ia) For The Parties intend that the Integrated Mergers, taken together, will qualify for the Intended Tax Treatment, shall report the Integrated Mergers, taken together, as such for U.S. federal income tax purposes (and for purposes of any applicable state or and local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror Tax purposes and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will shall not take any position inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as such treatment unless otherwise required by to do so pursuant to a final determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of applicable state or local income Tax Law). Each of Both prior to and following the Parties agrees Effective Time, Parent and the Company shall use their commercially reasonable efforts, and shall cause their respective Subsidiaries to promptly notify all other Parties of use their commercially reasonable efforts, to take or cause to be taken any challenge action necessary for the Integrated Mergers, taken together, to qualify for the Intended Income Tax Treatment Treatment, including by reasonably refraining from any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable action that such party knows, or is reasonably expected to know, would impede or prevent the Intended Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateTreatment. (iib) IfParent and the Company shall cooperate and use, and shall cause their respective Subsidiaries to cooperate and use, their commercially reasonable efforts to obtain any Tax opinions required to be filed with the SEC in connection with the preparation and filing of the Proxy Statement Form S-4. Such efforts shall include (i) Parent, Merger Sub and the Registration Statement, the SEC requests or requires that tax opinions be prepared LLC Sub delivering to Xxxxxx & Xxxxxxx LLP and submitted in such connection, Acquiror and the Company shall deliver to Dentons US Xxxxxxxx & Xxxxx LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory in substantially the form set forth in Exhibit C and (ii) the Company delivering to its counselXxxxxx & Xxxxxxx LLP and Xxxxxxxx & Xxxxx LLP Tax representation letters in substantially the form set forth in Exhibit D, in each case, with any modifications thereto that are reasonably requested by counsel and dated and executed as of the date the Proxy Statement and the Registration Statement Form S-4 shall have been declared effective by the SEC and or such other date(s) as determined reasonably necessary by such counsel Xxxxxx & Xxxxxxx LLP or Xxxxxxxx & Xxxxx LLP in connection with the preparation and filing of the Proxy Statement Form S-4 or its exhibits. (c) Parent and the Registration StatementCompany shall cooperate and use, andand shall cause their respective Subsidiaries to cooperate and use, if requiredtheir commercially reasonable efforts to obtain the Company Tax Opinion and Parent Tax Opinion. Such efforts shall include (i) Parent, Pxxx Merger Sub and LLC Sub delivering to Xxxxxx & Xxxxxxx LLP and Xxxxxxxx & Xxxxx LLP shall furnish an opinionTax representation letters in substantially the form set forth in Exhibit C and (ii) the Company delivering to Xxxxxx & Xxxxxxx LLP and Xxxxxxxx & Xxxxx LLP Tax representation letters in substantially the form set forth in Exhibit D, subject in each case, with any modifications thereto that are reasonably requested by Xxxxxx & Xxxxxxx LLP or Xxxxxxxx & Xxxxx LLP and dated and executed as of the date of the Company Tax Opinion and Parent Tax Opinion. (d) This Agreement is intended to customary assumptions constitute and limitations, to is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the effect that Code and within the Intended Income Tax Treatment should apply to the Business Combinationmeaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a).

Intended Tax Treatment. (ia) For U.S. federal income tax purposes (and for purposes None of any applicable state or local income tax that follows the U.S. federal income tax treatment)Parent, each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by Merger Sub, Merger Sub II, the Company) (, or their respective Affiliates shall knowingly take or omit to take any action if such action or failure to act would reasonably be expected to prevent or impede the “Mergers from qualifying for the Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (iib) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror Parent and the Company shall execute and deliver officer’s certificates containing appropriate representations at such time or times as may be reasonably requested by their respective outside counsel, including on or prior to Dentons US LLP and/or Pxxx Xxxxxxxx LLPthe effective date of the Form F-4 and the Closing Date, as applicablefor purposes of rendering opinions with respect to the tax treatment of the Mergers (the “Tax Representation Letters”). Each party hereto shall use reasonable best efforts not to take or cause to be taken any action which would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any portion of the Tax Representation Letters. (c) Parent shall reasonably promptly notify the Company, customary and the Company shall reasonably promptly notify Parent, in each case if such party becomes aware of any non- public fact or circumstance that would reasonably be likely to prevent or impede the Mergers from qualifying for the Intended Tax representation letters Treatment. (d) If the Company receives the opinion of Xxxxxxxx, in form and substance reasonably satisfactory to its counselthe Company, dated and executed as of the date Closing Date, rendered on the Proxy Statement basis of facts, representations and assumptions set forth in such opinion and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection Tax Representation Letters, all of which are consistent with the preparation and filing state of facts existing as of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitationsSecond Effective Time, to the effect that the Mergers will qualify for the Intended Income Tax Treatment should apply Treatment, the parties hereto agree to treat and report the Mergers for all Tax purposes (including on all applicable Tax Returns) as qualifying for the Intended Tax Treatment. (e) In the event that the Mergers would reasonably be expected to fail to qualify for the Intended Tax Treatment, 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 the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties hereto shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties hereto to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 5.17(e) (x) shall not (A) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration (or the consideration payable to holders of Options and Company RSUs pursuant to Section 2.4) or (B) impose any material economic or other costs on Parent or the Company and (y) shall be capable of consummation without material delay in relation to the Business Combinationstructure contemplated herein. (f) The parties hereto acknowledge and agree that the provisions of this Section 5.17, including implementation of an alternative structure under Section 5.17(e) above, shall not be a condition to Closing or create any independent conditions to closing.

Intended Tax Treatment. (i) For This Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361, and 368 of the Code and the Treasury Regulations thereunder. The Parties shall use commercially reasonable efforts to cause the Transactions to qualify, (and SPAC shall not, nor permit or cause any of their Affiliates to, take any action that could reasonably be expected to prevent, impair, or impede the Transactions from qualifying), for the Intended Tax Treatment, including changing the classification of Merger Sub 1 or Merger Sub 3 as disregarded as an entity separate from its owner for U.S. federal income tax Tax purposes (and for purposes as of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will its formation following its initial entity classification on IRS Form 8832 to be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”)so treated. The Parties will prepare intend that the Transactions qualify for the Intended Tax Treatment and, if applicable and file all if required by U.S. Tax Returns consistent Law, shall report the Transactions consistently with the foregoing provisions of this Section 8.03(a)(i) Intended Tax Treatment and will not take any inconsistent position on any Tax Return or during the course of any Actionimmediately preceding sentence, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by pursuant to a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law)Code. Each of The Parties shall use commercially reasonable efforts to cooperate with each other and their respective Tax counsel and other Tax advisors to document and support the Parties agrees to promptly notify all other Parties of any challenge to Transactions’ qualification for the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateTreatment. (ii) IfEach Party shall promptly notify the other Parties in writing if, in connection with before the preparation Closing, it reasonably determines that the Transactions may not qualify for the Intended Tax Treatment. Following such notice, the notifying Party may propose amendments to the terms of this Agreement that such Party reasonably believes could facilitate such qualification without adversely affecting the rights and filing commercial position of the Proxy Statement and Parties. In that case, each other Party shall consider in good faith the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, proposed amendments and, if requiredit determines in good faith that such amendments would not adversely affect the rights and commercial position of the Parties, Pxxx Xxxxxxxx LLP the Parties shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationsuch amendments.

Intended Tax Treatment. (ia) For The parties hereto intend that, for U.S. federal income tax purposes purposes, (and for purposes of any applicable state or local income tax that follows i) the U.S. federal income tax treatment), each of the Parties intends that the Business Combination Merger will be treated in part qualify as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination reorganization” within the meaning of Section 1313(a368(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing which each of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company are parties under Section 368(b) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”), and (ii) this Agreement is, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361, and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). The parties hereto shall deliver report the transactions contemplated by this Agreement for all Tax purposes in accordance with the Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. Each of the parties hereto shall promptly notify the other parties hereto in writing if such party becomes aware of any challenge to Dentons US LLP and/or Pxxx Xxxxxxxx LLPthe Intended Tax Treatment by a Governmental Authority. None of the parties hereto shall (nor shall they permit any of their Affiliates to) take or cause to be taken (or fail to take or cause to be taken) any action, if such action (or failure to act) would be reasonably expected to impede or prevent the Merger from qualifying for the Intended Tax Treatment. The parties hereto shall use reasonable best efforts to cause the Merger to qualify for the Intended Tax Treatment. Each of the parties hereto shall promptly notify the other parties hereto in writing if, before the Closing, such party knows or has reason to believe that the Merger may not qualify for the Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended to facilitate such qualification). (b) Without limiting the generality of the foregoing, if the Company reasonably determines on advice of its counsel that there is a material risk that the Merger will not qualify for the Intended Tax Treatment, but would be reasonably expected to so qualify if a second-step merger of the Surviving Corporation into a limited liability company directly and wholly owned by Acquiror that is disregarded as an entity for U.S. federal income Tax purposes were consummated, in accordance with Delaware law, as applicablepromptly as practicable following the Merger (such second-step merger, customary the “Second Merger”), the Company shall notify the Acquiror promptly after such determination, and if the Company and the Acquiror, each acting reasonably and in good faith, together determine that restructuring the transactions governed hereby to incorporate the Second Merger is not expected to result in material delay or cost, the Second Merger shall be so consummated; provided that, if the Second Merger occurs, (i) the Merger and the Second Merger shall be treated as one integrated transaction for U.S. federal income Tax representation letters satisfactory purposes and (ii) references to its counselthe Company or the Surviving Corporation (in each case, dated and executed as after the effective time of the date Second Merger) and all other provisions of this Agreement shall be interpreted mutatis mutandis to take into account the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel change in connection with the preparation and filing structure of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationbusiness combination.

Intended Tax Treatment. (iThis Agreement is intended to constitute, and the Parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment1.368-3(a), each . Each of the Parties intends that (a) shall use its reasonable best efforts to cause the Business Combination will Transactions contemplated by this Agreement to qualify for the Intended Tax Treatment and (b) shall not (and shall not permit or cause any of their affiliates, Subsidiaries or Representatives to) take or fail to take any action, or become obligated to take or fail to take any action, which action or failure could reasonably be treated in part as (A) a purchase of interests in expected to materially prevent or impede the Company Transactions contemplated by Acquiror (to this Agreement from qualifying for the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare Without limiting the foregoing, each Party shall report and file all relevant Tax Returns consistent with (including attaching the foregoing provisions of this statement described in Treasury Regulations Section 8.03(a)(i1.368-3(a) and will not take any inconsistent position on any or with its Tax Return for the taxable year of the Closing, as applicable), and take no position inconsistent with, the Intended Tax Treatment (whether in audits, Tax Returns or during the course of any Actionotherwise), auditunless required to do so pursuant to applicable Law (e.g., or other similar proceeding with respect to Taxes, except as otherwise required by a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local LawCode). Each Party will use its reasonable best efforts to reasonably cooperate with one another and their respective Tax advisors in connection with the issuance to Spartan, NewCo, or the Company of any opinion relating to the Tax consequences of the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and signed by an officer of the Parties agrees or their respective affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly notify all other Parties of any challenge to render such opinion. If the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and SEC or any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to Governmental Authority requests or requires that an opinion be provided by the Company on or prior to the Closing Date. (ii) If, in connection with the preparation and filing respect of the Proxy Statement and Tax consequences of or related to the Registration StatementTransactions: (i) to the extent such opinion relates to Spartan or any equityholders thereof, the SEC requests or requires that tax opinions be prepared and submitted in Spartan will use its reasonable best efforts to cause its Tax advisors to provide any such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, and (ii) to the effect that the Intended Income Tax Treatment should apply extent such opinion relates to the Business CombinationCompany or any equityholders thereof, the Company will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations.

Intended Tax Treatment. (ia) For U.S. federal income tax purposes (This Agreement is intended to constitute, and for purposes the Parties hereto hereby adopt this Agreement as, a “plan of any applicable state or local income tax that follows reorganization” within the U.S. federal income tax treatmentmeaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), each . Each of the Parties intends that (a) shall use its reasonable best efforts to cause the Business Combination will Transactions to qualify for the Intended Tax Treatment and (b) shall not (and shall not permit or cause any of their affiliates, subsidiaries or Representatives to) take or fail to take any action, or become obligated to take or fail to take any action, which action or failure could reasonably be treated in part as (A) a purchase of interests in expected to materially prevent or impede the Company by Acquiror (to Transactions from qualifying for the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare Without limiting the foregoing, each Party shall report and file all Tax Returns consistent with (including attaching the foregoing provisions of this statement described in Treasury Regulations Section 8.03(a)(i1.368-3(a) and will not take any inconsistent position on any or with its Tax Return for the taxable year of the Closing, as applicable), and take no position inconsistent with, the Intended Tax Treatment (whether in audits, Tax Returns or during the course of any Actionotherwise), audit, or other similar proceeding with respect unless required to Taxes, except as otherwise required by do so pursuant to a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law)Code. Each Party will use its reasonable best efforts to reasonably cooperate with one another and their respective Tax advisors in connection with the issuance to FRSG, NewCo, or the Company of any opinion relating to the Tax consequences of the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and signed by an officer of the Parties agrees or their respective affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly notify all other Parties of any challenge to render such opinion. If the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and SEC or any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to Governmental Authority requests or requires that an opinion be provided by the Company on or prior to the Closing Date. (ii) If, in connection with the preparation and filing respect of the Proxy Statement and Tax consequences of or related to the Registration StatementTransactions: (i) to the extent such opinion relates to FRSG or any equityholders thereof, the SEC requests or requires that tax opinions be prepared and submitted in FRSG will use its reasonable best efforts to cause its Tax advisors to provide any such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, and (ii) to the effect that extent such opinion relates to the Company or any equityholders thereof, the Company will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations. (b) Except to the extent required by the SEC or any other Governmental Authority or as otherwise required under applicable Law, neither FRSG, NewCo, the Company nor any Company Subsidiary shall provide any advice, disclosure, assurance, representation, warranty or other communication regarding the Intended Income Tax Treatment should apply or any other Tax consequences related to the Business CombinationTransactions to its equityholders. If any such Party sends any material written communication regarding the Intended Tax Treatment or any other Tax consequences related to the Transactions to its equityholders, such Party shall (x) allow each other Party to review and comment on any such communication (and revise such communication in good faith to reflect any such reasonable comments), and (y) to the maximum extent reasonably permissible in such communication, explicitly state in such communication that (1) the Intended Tax Treatment and other Tax consequences of the Transactions are not free from doubt, (2) none of the Parties, their equityholders, any of their affiliates or any of their Representatives is providing any advice, disclosure, assurance, representation or warranty regarding the Tax consequences of the Transactions, and (3) each such recipient should consult with and rely solely upon its own Tax advisors as to the Intended Tax Treatment and other Tax consequences of the Transactions.

Intended Tax Treatment. (i) For The parties hereto intend that, for U.S. federal income tax purposes Tax purposes, (and for purposes of any applicable state or local income tax that follows a) the U.S. federal income tax treatment), each of the Parties intends that the Business Combination Merger will be treated in part as (A) a purchase “reorganization” within the meaning of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a368(a) of the Code by Axxxxxxx to which each of Buyer and the Company are to be parties under Section 368(b) of the Code; (b) any Post-Closing Common Stock Consideration that is issued will be treated as an adjustment to the extent Merger Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause “(a)” (and will not be treated as “other property” within the meaning of proceeds retained by Section 356 of the CompanyCode) (clauses “(a)” and “(b)” together, the “Intended Income Tax Treatment”). The Parties will prepare This Agreement is intended to be, and file all is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Merger, would reasonably be expected to prevent or impede the Merger and the applicable issuance(s) of Post-Closing Common Stock Consideration from qualifying for the Intended Tax Returns Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Intended Tax Return or during the course of any ActionTreatment, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination governmental authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Lawafter the relevant party makes good faith efforts to defend the Intended Tax Treatment). Each The parties shall cooperate with each other and their respective counsel to document and support the Tax treatment of the Parties agrees transactions contemplated hereby as being consistent with the Intended Tax Treatment, including by providing factual support letters. The parties hereto agree that the value of the Buyer Common Stock issued pursuant to promptly notify all other Parties Section 2.1(b)(i) shall be the closing price of any challenge the Buyer Common Stock as reported on the NYSE website (hxxxx://xxx.xxxx.xxx/xxxxx/XASE:CTM) as of the day prior to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in Closing Date (A) above and any other item treated as purchase but if such date is a day on which no such trading takes place, then the referenced closing price shall be the last recorded per share trading price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company Buyer Common Stock prior to the Closing Date). (ii) IfThe Buyer does not make any representations or warranties to the Company or to any Stockholders regarding the tax treatment of the Merger, whether the Merger will qualify, as a plan of reorganization under the Code, or any of the tax consequences to any Stockholder, the Merger or any of the other transactions or agreements contemplated by this Agreement, and the Company and the Stockholders acknowledge that the Company and the Stockholders are relying solely on the tax advice of their own tax advisors in connection with this Agreement and the preparation and filing Merger or any of the Proxy Statement other transactions or agreements contemplated by this Agreement. Each party hereto shall use all commercially reasonable efforts (A) to cause the Merger to qualify, and (B) to not take any actions or cause any actions to be taken which would reasonably be expected to prevent the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLPMerger from qualifying, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as a reorganization under Section 368(a) of the date Code. Nothing in this Section 7.4(e) shall relieve the Proxy Statement and Buyer or Merger Sub of liability, if any, in the Registration Statement shall have been declared effective by event the SEC and such other date(sMerger fails to qualify as a reorganization as a result of (i) as determined reasonably necessary by such counsel the breach of any representation in connection with Section 6.8, or (ii) the preparation and filing breach of the Proxy Statement and the Registration Statementcovenants contained in Section 2.7(e)(ii), andSection 7.4(g), if requiredor Section 7.10(f), Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect ensuring that the Intended Income Tax Treatment should apply to Merger Consideration is at least 80.5% paid in Buyer Common Stock, or the Business Combinationcovenants contained in this Section 7.4(e). (iii) The Buyer will ensure that the continuity of business enterprise requirement under Section 368 of the Code in respect of the Merger is met from and after the Closing Date.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (Each Party shall, and for purposes of shall cause its Affiliates to, use reasonable best efforts to ensure the Intended Tax Treatment is achieved and shall not take any applicable state action, cause or local income tax that follows permit any action to be taken, fail to take any action or cause or permit any action to fail to be taken, which action or failure to act would reasonably be expected to impede or prevent the U.S. federal income tax treatment)Intended Tax Treatment; provided that, each of the Parties intends that the Business Combination will be treated in part as if any such action or failure to act would (A) a purchase of interests in impose any material costs on Buyer or any Business Company (unless Seller Parent agrees to indemnify and hold harmless Buyer or the applicable Business Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)for any such costs) and in part as or (B) materially impair or delay the consummation of the Transactions, then Buyer shall not be required to, and shall not be required to cause its Affiliates to, take any action (or fail to take action) where such action or failure to act would require a contribution deviation from any of its obligations under this Agreement or any of the other Transaction Documents (as amended by any revisions agreed pursuant to Section 721(a5.03). (ii) of Each Party shall, and shall cause its Affiliates to, treat the Code by Axxxxxxx (to Transactions in a manner consistent with the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare Treatment for all Tax purposes and file all Tax Returns in a manner consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Actionforegoing, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination final “determination” within the meaning of Section 1313(a) of the Code (or any similar comparable provision under state, local or corresponding provision foreign Tax Law) or other non-appealable judgment by a relevant taxing authority or court of state or local Law). Each competent jurisdiction. (iii) For purposes of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in this Agreement, (A) above the “Intended U.S. Tax Treatment” means, for U.S. federal income tax purposes, (1) the ROW Acquisition and any other item the Equity Financings shall be treated as purchase price for applicable Tax purposes will, integrated transactions to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 which Section 351 of the Code applies, (2) the ROW Seller, Buyer Parent and Serum shall each be treated as Persons transferring property to Buyer in exchange for stock of Buyer and (3) the ROW Seller, Buyer Parent and Serum together shall be treated as having “control” of Buyer for purposes of Section 368(c) of the Code, (B) the “Intended Irish Tax Treatment” means, for Irish tax purposes, the Irish Spin-Off shall be treated as a scheme of reconstruction to which the provisions of Section 80 of the Ireland Stamp Duties Consolidation Act, 1999 and the Treasury Regulations promulgated thereunder, provisions of Sections 20(2)(c) and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii26(2) If, in connection with the preparation and filing of the Proxy Statement Ireland Value Added Tax Consolidation Act 2010 apply and a transaction within Sections 89(4) and 631 (but not Section 617) of the Ireland Taxes Consolidation Act, 1997 and (C) the “Intended Tax Treatment” means, collectively, the Intended U.S. Tax Treatment and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Intended Irish Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business CombinationTreatment.

Intended Tax Treatment. (ia) For Each of SPAC, the Company, Pubco, Merger Sub 1 and Merger Sub 2 hereby agree and acknowledge that, for U.S. federal income tax purposes (the SPAC Merger and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) Acquisition Merger are intended to constitute a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units single exchange transaction under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) 351 of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties hereby agree to file all Tax Returns and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Transactions under Section 351 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing Date has or may have on such Transactions. Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the Transactions, and (ii) is responsible for paying its own Taxes, including any Taxes that may arise if the SPAC Merger and the Acquisition Merger do not qualify as exchanges described in Section 351 of the Code. None of SPAC, the Company, Pubco, Merger Sub 1, Merger Sub 2 or their respective Affiliates has taken or will prepare take any action (or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Transactions from qualifying for such Intended Tax treatment. (b) Each of SPAC, the Company, Pubco, Merger Sub 1, Merger Sub 2 and their respective Affiliates shall file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) Intended Tax Treatment, and will not shall take any no position inconsistent position on any with the Intended Tax Return Treatment (whether in audits, Tax Returns or during the course of any Actionotherwise), auditin each case, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination Tax Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law)Code. Each of the Parties parties hereto agrees to promptly notify all other Parties parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes The parties hereto (A) intend that the Merger will qualify for the Intended Tax Treatment and (B) adopt this Agreement as a “plan of reorganization” for purposes of any applicable state or local income tax that follows Treasury Regulations Section 1.368-2(g) and 1.368-3(a) to which the U.S. federal income tax treatment)Parent, each Merger Sub, and the Company are parties under Section 368(b) of the Parties intends that Code. (ii) Both prior to and following the Business Combination will Effective Time, Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts, and shall cause their respective Subsidiaries to use their commercially reasonable efforts, to take or cause to be treated in part as taken any action necessary for the Merger to qualify for the Intended Tax Treatment, including (A) a purchase of interests in reasonably refraining from any action that is not contemplated by this Agreement, that such party knows, or is reasonably expected to know, is reasonably likely to prevent the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror Intended Tax Treatment and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income not taking any Tax Treatment”). The Parties will prepare and file all Tax Returns consistent reporting position inconsistent with the foregoing provisions of this Section 8.03(a)(iIntended Tax Treatment for U.S. federal (and applicable state, local and non-U.S.) and will not take any inconsistent position on any income Tax Return or during the course of any Actionpurposes, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination change in applicable Tax Law after the date of this Agreement or a “determination” within the meaning of Section 1313(a1313(a)(1) of the Code (or any similar or corresponding provision of state state, local, or local non-U.S. Law). Each of the Parties Parent agrees to use commercially reasonable efforts to promptly notify all the other Parties party of any challenge to the Intended Income Tax Treatment by any Governmental AuthorityEntity and the parties hereto shall use commercially reasonable efforts to preserve the Intended Tax Treatment during the course of such challenge. (iii) Parent shall use commercially reasonable efforts to promptly notify the Company if, at any time before the Effective Time, Parent has knowledge of any facts, agreements, plans or other circumstances that would reasonably be expected to prevent or impede the Intended Tax Treatment. The consideration treated as paid for partnership interests in Company shall use commercially reasonable efforts to promptly notify Parent if, at any time before the Effective Time, the Company has knowledge of any facts, agreements, plans or other circumstances that would reasonably be expected to prevent or impede the Intended Tax Treatment. (Aiv) above The Company and any other item treated as purchase price for applicable Tax purposes will, Parent shall each reasonably cooperate with one another and their respective counsel and use commercially reasonable efforts to cause the extent applicable, be allocated among the assets delivery of the Company in the manner required Tax Opinion, including by Sections 743executing and delivering customary Tax representation letters as Company Tax Counsel may reasonably request; provided that such representation letters shall be (x) consistent with this Agreement, 754 and 751 (y) dated as of the Code date of such opinion and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided (z) signed by an officer of the Company prior to the Closing Date. (ii) Ifor Parent, in connection with the preparation and filing as applicable. Each of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror Parent and the Company shall deliver use its commercially reasonable efforts not to Dentons US LLP and/or Pxxx Xxxxxxxx LLPtake or cause to be taken any action not contemplated by this Agreement that would reasonably be expected to cause to be untrue (or fail to take or cause not to be taken any action which would reasonably be expected to cause to be untrue) any of the covenants, as applicable, customary and representations included in the Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel described in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationthis ‎Section 5.19(a)(iv).

Intended Tax Treatment. (i) For The Parties and the Unitholders agree that the transactions under this Agreement are intended to be treated for U.S. federal income tax purposes as follows (and for purposes in the following order): (i) the Company borrowing under the New Credit Facility, (ii) a cash distribution by the Company pursuant to Section 1.5(a) of any applicable state the New Debt Amount to the Pre-Closing Unitholders that is intended, to the extent supported by a "more likely than not" reporting basis, to be treated as a distribution under Section 731 of the Code that occurs immediately after the Restructuring Transactions and prior to the Closing and that is not treated as a sale under Section 707 of the Code (or local income tax that follows the U.S. federal income tax treatmentTreasury Regulations promulgated thereunder), each (iii) following such Debt-Financed Distribution and at the Closing, the purchase of the Parties intends that Company Class B Units by CABO together with the Business Combination will be treated in part distribution of the proceeds (for the avoidance of doubt, other than the New Debt Amount) of such purchase to the Pre-Closing Unitholders (other than Splitter and Blocker) as (A) a purchase an acquisition of partnership interests in the Company by Acquiror CABO from such Pre-Closing Unitholders, subject to Section 741 of the Code and (iv) for such purposes and intended treatment, that no less than an amount equal to the full amount of the CABO Class B Units Purchase Price shall be treated as cash consideration paid by CABO to the Pre-Closing Unitholders in such acquisition of partnership interests (provided that the foregoing is not intended to limit the amount of total consideration deemed paid by CABO or received by such Pre-Closing Unitholders for such partnership interests (including by operation of Code Section 752(d)). The Company shall, for purposes of Section 752 of the Code and the Regulations thereunder and to the extent supported by a "more likely than not" reporting basis, allocate the Company's liabilities for purposes of the proceeds received by Debt-Financed Distribution, using any reasonable allocation method available to the Company Company, in a manner designed to keep Blocker from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution recognizing any gain pursuant to Code Section 721(a731(a) as a result of the Code transactions contemplated by Axxxxxxx this Agreement, including in connection with the incurrence of the incremental term loan borrowings under the New Credit Facility and the Debt-Financed Distribution, provided that the foregoing shall be subject to any reduction in the share of liabilities as a result of CABO's acquisition of the CABO Class B Units (to the extent including for purposes of proceeds retained by the Company) (the “Intended Income Tax Treatment”Treasury regulations section 1.707-5). The Parties will prepare hereto and file the Unitholders shall, for all Tax Returns purposes, report the transactions contemplated by this Agreement in a manner consistent with the foregoing provisions of this Section 8.03(a)(i) 10.7 and will not take any inconsistent position on any Tax Return or Return, during the course of any Action, audit, audit or other similar proceeding action inconsistent with respect to Taxesthis Section 10.7, except as otherwise required by pursuant to a determination within the meaning of final "determination" (as defined in Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment Code) by any a Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each Each of the Parties intends that the Business Combination will be treated in part as shall (and shall cause each of its Subsidiaries to) use its reasonable best efforts to cause (A) a purchase of interests in the Company by Acquiror (Mergers to qualify for the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as Mergers Intended Tax Treatment, (B) a contribution pursuant the Arrangement to Section 721(aqualify for the Arrangement Intended Tax Treatment, and (C) the Combination to qualify for the Combination Intended Tax Treatment. Each of the Code by Axxxxxxx Parties will not (and will not permit any of its Subsidiaries to) take any action, or fail to take any reasonable action, as a result of which (1) the extent of proceeds retained by Mergers would, or would reasonably be expected to, fail to qualify for the Company) (the “Mergers Intended Income Tax Treatment”), (2) the Arrangement would, or would reasonably be expected to, fail to qualify for the Arrangement Intended Tax Treatment, or (3) the Combination would, or would reasonably be expected to, fail to qualify for the Combination Intended Tax Treatment. The Parties will prepare agree to (and file to cause their Affiliates to) reasonably cooperate to support the Intended Tax Treatment, to complete all procedural requirements and other Returns and Tax Returns filings required to support the Intended Tax Treatment, and (assuming the Parties’ compliance with the terms of this Agreement and assuming no action outside the control of any Party with respect to dissenters that would render any portion of the Intended Tax Treatment unavailable) to report the Mergers and the Arrangement in a manner consistent with the foregoing provisions of this Section 8.03(a)(i) Intended Tax Treatment and will not take any position inconsistent position on any Tax Return or during the course of any Actiontherewith, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination change in applicable Law after the date hereof or a “determination” within the meaning of Section 1313(a) of the Code. The Parties agree to cooperate to prepare and file any Internal Revenue Service Forms 8937 required by the Code (in connection with the transactions contemplated hereby, and to furnish each other such information and assistance relating to Taxes as is reasonably necessary for the filing of all Returns, the making of any election relating to Taxes, the preparation for any audit by any Governmental Authority and the prosecution or defense of any similar claim, suit or corresponding provision of state or local Law)proceeding relating to any Tax. Each of the Parties agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid For the avoidance of doubt, any obligation set forth in this Section 7.14 to use reasonable best efforts to cause the transactions contemplated hereby to qualify for partnership interests in the Intended Tax Treatment (Aor to use reasonable best efforts to pursue an Alternative Transaction Structure) above and any other item treated as purchase price for applicable Tax purposes will, shall not require the parties to alter or renegotiate the extent applicable, be allocated among the assets material economic terms of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Datetransactions contemplated hereby. (ii) If, In the event that the SEC requests any Tax opinion regarding the Tax consequences of the Arrangement or the Combination to the Company Shareholders in connection with the preparation Proxy Statement/Circular, (A) each Party shall reasonably cooperate to execute and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and deliver to counsel to the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters as are reasonably satisfactory to its counsel, dated counsel to the Company and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and provide such other date(s) information as determined is reasonably necessary requested by such counsel for purposes of rendering any such opinion, and (B) the Company shall use reasonable best efforts to cause such Company counsel to deliver such opinion. The Parties agree to reasonably cooperate with respect to the issuance of any Tax opinion that any Party may seek in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationtransactions contemplated hereby.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx Acquixxx (to xx the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLPXXX, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP XXX shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. Each of the Parties acknowledges and agrees that, for U.S. federal (and applicable state and local) income Tax purposes, the Mergers are intended to be treated consistent with the Intended Tax Treatment. This Agreement is intended to constitute, and the Parties adopt this Agreement as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). Each of the Parties shall (and shall cause their Subsidiaries and Affiliates to): (i) For U.S. federal income tax reasonably cooperate with each other and their respective representatives to document and support the Intended Tax Treatment (including the preparation by the Stockholders’ Representative of documentation, reasonably satisfactory to Purchaser, of the analysis and facts supporting the Intended Tax Treatment); (ii) file their applicable Tax Returns (including the statement required by Treasury Regulations Section 1.368-3(a)) consistent with, and take no position for Tax purposes (and for purposes of any applicable state whether in Tax Proceedings, on Tax Returns or local income tax that follows otherwise) inconsistent with, the U.S. federal income tax treatment)Intended Tax Treatment, each of the Parties intends that the Business Combination will be treated in part as unless (A) a purchase of interests such Party reasonably determines, acting in good faith, that it is not permitted under applicable Law, or in the Company by Acquiror case of Parent and its Affiliates, has not timely received the documentation described in the parenthetical of clause (i), to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all such Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(iIntended Tax Treatment or (B) and will not take any inconsistent a contrary position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise is required by a determination “determination” within the meaning of Section 1313(a) of the Code Code; and (iii) not take any action, or fail to take any action, which action or failure to act would prevent or impede the Mergers from qualifying (or any similar or corresponding provision of state or local Law). Each of reasonably would be expected to cause the Parties agrees Mergers to promptly notify all other Parties of any challenge fail to qualify) for the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes willTreatment, except to the extent applicablesuch action or failure to take action is required by Law (as reasonably determined by such Party, be allocated among acting in good faith) or required or contemplated by this Agreement, including the assets Schedules and Exhibits hereto, the Ancillary Transaction Documents, or any of the Company other documents referred to herein or therein (including that, for the avoidance of doubt, in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to no event shall this Section 12.1(d) be provided by the Company prior interpreted as requiring any adjustment to the Closing Datetype or amount of any consideration payable by Parent or any of its Affiliates hereunder). (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (iThis Agreement and the Plan of Arrangement are intended to constitute, and the Parties hereto hereby adopt this Agreement and the Plan of Arrangement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment1.368-3(a), each . Each of the Parties intends that shall use its reasonable best efforts to: (a) cause the Business Combination will be treated in part as (A) a purchase of interests in Transactions contemplated by this Agreement to qualify for the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare ; (b) except for actions required by this Agreement or any Ancillary Agreement, not (and shall not permit or cause any of their Affiliates, Subsidiaries or Representatives to) take or fail to take any action, or become obligated to take or fail to take any action, which action or failure could reasonably be expected to prevent the Transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; (c) report and file all relevant Tax Returns consistent with the foregoing provisions Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of this Section 8.03(a)(ithe Closing, as applicable) and will not take any no position inconsistent position on any with the Intended Tax Return Treatment (whether in audits, Tax Returns or during otherwise), unless, solely in the course case of any Actionthe Intended U.S. Tax Treatment, audit, or other similar proceeding with respect required to Taxes, except as otherwise required by do so pursuant to a determination “determination” within the meaning of Section 1313(a) of the Code Code, or, solely in the case of the Intended Canadian Tax Treatment, required to do so pursuant to applicable Law; and (d) cooperate with one another, their respective Tax advisors and the Tax advisors of the Key Company Shareholders in connection with providing to SPAC, NewCo, the Company, or any similar of the Key Company Shareholders any opinion or corresponding provision other advice relating to the Tax consequences of state or local Law). Each the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and signed by an officer of the Parties agrees or their respective Affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly notify all other Parties of any challenge to render such opinion or advice. If the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and SEC or any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to Governmental Authority requests or requires that an opinion be provided by the Company on or prior to the Closing Date. (ii) If, in connection with the preparation and filing respect of the Proxy Statement and Tax consequences of or related to the Registration StatementTransactions: (i) to the extent such opinion relates to SPAC or any equity holders thereof, the SEC requests or requires that tax opinions be prepared and submitted in SPAC will use its reasonable best efforts to cause its Tax advisors to provide any such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, and (ii) to the effect that the Intended Income Tax Treatment should apply extent such opinion relates to the Business CombinationCompany or any equity holders thereof, the Company will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations. Concurrently with the Closing, New SPAC will deliver to certain of the Key Company Shareholders the Letter Agreement.

Intended Tax Treatment. The relevant parties will (ia) For U.S. federal income tax purposes (file and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination retain such information as will be treated in part as required under Treasury Regulations Section 1.368-3 and (Ab) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent consistently with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Intended Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as Treatment unless otherwise required by a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar U.S. state, local or corresponding provision of state non-U.S. Law) or local a change in applicable Law). Each of the Parties parties agrees to use its respective reasonable best efforts (i) to promptly notify all the other Parties parties of any challenge to the Intended Income Tax Treatment by any Governmental AuthorityEntity, and (ii) to provide such information as their relevant equityholders who qualify as “significant holders” may require to file a statement with their U.S. federal income tax return in accordance with Section 1.368-3(b) of the Treasury Regulations. The consideration treated None of the parties or their respective Affiliates will knowingly take or knowingly cause to be taken, or knowingly fail to take or knowingly cause to be failed to be taken, any action that would reasonably be expected to prevent qualification for such Intended Tax Treatment. In the event that the Mergers, taken together, would reasonably be likely to fail to qualify for the Intended Tax Treatment, the parties agree (x) to cooperate in good faith to explore such modifications to the structure or alternative structures as paid would permit the Mergers to qualify for partnership interests in the Intended Tax Treatment and (Ay) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company parties agree to pursue any such modification or alternative structure in the manner required by Sections 743exercise of their reasonable discretion, 754 and 751 of the Code and the Treasury Regulations promulgated thereunderparties will enter into an appropriate amendment to this Agreement to reflect such modification or alternative structure; provided, and in accordance with a schedule however, that any actions taken pursuant to be provided by the Company prior to this Section 3.8 will not prevent, delay or impede the Closing Dateor impose any unreimbursed cost on any party without the consent of such party. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes Tax purposes, and applicable state, local and non-U.S. Tax purposes, the parties intend that the transactions set forth in this Agreement shall be treated as follows (and the “Intended Tax Treatment”): (a) the Share Redemption is intended to be treated as a distribution in payment in exchange for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each common shares of the Parties intends that Transferred US Entity as described in Section 302(a) of the Business Combination will be treated in part as Code, of: (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror Xxxx Non-Rome Equity Interests, and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) the Xxxx Loan Receivables; (b) the Share Redemption is intended to qualify as a contribution pursuant to “qualified stock purchase” as defined in Section 721(a338(d)(3) of the Code by Axxxxxxx (and the treasury regulations thereunder) or a “qualified stock disposition” as defined in Treasury Regulations Section 1.336-1(a)(6), in each case, of the QSP Equity Interests distributed in the Share Redemption (and, to the extent applicable, the other QSP Equity Interests) and; (c) the taxable year of proceeds retained by the Company) (US Group shall terminate at the “Intended Income Tax Treatment”)end of the Closing Date, and the members thereof on the Closing Date shall each join the Affiliated Group which includes the Purchaser as a member at the beginning of the day after the Closing Date. The Parties will prepare shall report the Share Redemption and file all Tax Returns Acquisition in a manner consistent with the foregoing provisions of this Section 8.03(a)(i) Intended Tax Treatment for all Tax purposes and will shall not take any inconsistent position on any Tax Return or during the course of in any Action, audit, or other similar proceeding Tax Proceeding inconsistent with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated unless (x) otherwise permitted pursuant to this Agreement, (y) as paid for partnership interests in required pursuant to a Final Determination or (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(sz) as determined reasonably necessary in good faith by such counsel any Party in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject order to customary assumptions and limitations, to the effect that the Intended Income settle or compromise any Tax Treatment should apply to the Business CombinationProceeding.

Intended Tax Treatment. (i) For The Parties intend that, for U.S. federal federal, and applicable state and local, income tax purposes, the Merger, the Pre-Closing Reorganization, the GF Class B Conversion, and the Eligible Transfers qualify for their respective Intended Tax Treatments. Except as otherwise permitted or contemplated by this Agreement, none of the Parties shall knowingly take any action or knowingly agree to take any action that would reasonably be expected to prevent the Merger, the Pre-Closing Reorganization, the GF Class B Conversion, and the Eligible Transfers from qualifying for their respective Intended Tax Treatments. The Merger, the Pre-Closing Reorganization, the GF Class B Conversion and the Eligible Transfers shall be reported by the Parties for all applicable Tax purposes in accordance with their respective Intended Tax Treatments, including by completing an IRS Form 8937 (which the Parties shall reasonably cooperate with each other and for purposes of any applicable state their respective advisors to prepare, or local income tax that follows cause to be prepared, between the U.S. federal income tax treatment)date hereof through the Closing, and which shall be in form and substance reasonably satisfactory to each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)GF) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent complying with the foregoing provisions of this reporting requirements contained in Treasury Regulations Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action1.367(a)-3(c)(6), audit, or other similar proceeding with respect to Taxes, except as in each case unless otherwise required by a determination “determination” within the meaning of Section 1313(a) of the Code (or any similar U.S. state, local or corresponding provision of state non-U.S. Applicable Legal Requirements) or local Law)a change in Applicable Legal Requirements. Each of the Parties Company and GF agrees to use reasonable best efforts to promptly notify all the other Parties of any challenge to the any Intended Income Tax Treatment by any Governmental AuthorityEntity. The consideration treated as paid for partnership interests in (A) above Parties shall reasonably cooperate with each other and any other item treated as purchase price for applicable their respective counsel to document and support the Tax purposes will, to the extent applicable, be allocated among the assets treatment of the Company in the manner required by Sections 743, 754 and 751 relevant portions of the Code and Transactions consistent with their respective Intended Tax Treatments, including providing factual support letters. For the Treasury Regulations promulgated thereunderavoidance of doubt, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing qualification of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as relevant portions of the date the Proxy Statement and the Registration Statement Transactions for their respective Intended Tax Treatments shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject not be a condition to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business CombinationClosing.

Intended Tax Treatment. (i) For The Company, Parent, Purchaser and Sub intend that the First Merger and the Second Merger, will be considered together as a single integrated transaction for U.S. federal income tax purposes (purposes, and for purposes will qualify as a “reorganization” within the meaning of any applicable state or local income tax that follows Section 368(a) of the U.S. federal income tax treatmentCode to which each of the Company and Parent are parties pursuant to Section 368(b) of the Code. Except as provided in the penultimate sentence of this Section 6.06(b), each of the Parties intends Company, Parent, Purchaser and Sub shall, and shall cause its respective affiliates to, use its reasonable best efforts to cause the First Merger and the Second Merger to so qualify, and none shall take any action, or fail to take any action, that could reasonably be expected to prevent or impede the Business Combination will be treated in part Mergers from so qualifying. Except as (A) a purchase of interests provided in the Company by Acquiror (to the extent penultimate sentence of this Section 6.06(b)(i), each of the proceeds received by the Company from Acquiror Company, Parent, Purchaser and distributed to other holders of Company Units under Section 2.01(d)) Sub shall, and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and shall cause its respective affiliates to, file all Tax Returns consistent with such treatment (including attaching the foregoing provisions statement described in Treasury Regulations Section 1.368-3(a) on or with the U.S. federal income Tax Returns of this Section 8.03(a)(ithe Company and Purchaser for the taxable year that includes the Mergers), and take no position inconsistent with such treatment (whether in audits, Tax Returns or otherwise) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination “determination” (within the meaning of Section 1313(a) of the Code Code). Notwithstanding the foregoing covenants, the parties hereby acknowledge and agree that Parent shall not be required to make any payments in Parent Common Stock under this Agreement other than those payments specified in Section 2.02(e)(i) and Section 2.02(f)(v) (and, by extension, Section 9.07), and in the event the aggregate Parent Common Stock (valued at the Parent Common Stock Value) received by the holders of Company Capital Stock in respect of their Company Capital Stock in the First Merger (for the avoidance of doubt, excluding any such Parent Common Stock forfeited pursuant to the terms of this Agreement and the Escrow Agreement) is less than forty percent (40%) of the value of the aggregate consideration paid (or deemed paid for applicable income Tax purposes) to such holders in respect of their Company Capital Stock under this Agreement (including payments pursuant to Section 2.02(d)(ii), Section 2.06 and Section 9.02, and valuing the Parent Common Stock at the Parent Common Stock Value), none of the parties shall be required to file any similar Tax Returns or corresponding provision of state or local Law)take any position in accordance with the Intended Tax Treatment. Each of the Parties parties further agrees to notify the other party as promptly notify all other Parties as practicable of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateEntity. (ii) IfThe Company, in connection with Parent, Purchaser and Sub intend to treat, and hereby adopt, this Agreement as a “plan of reorganization” within the preparation and filing meaning of Section 368 of the Proxy Statement Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) to which each of the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror Parent and the Company shall deliver are to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as be parties under Section 368(b) of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business CombinationCode.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends The parties intend that the Business Combination Merger will be treated in part qualify as (A) a purchase reorganization within the meaning of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)368(a)(1)(A) and in part as (B) a contribution pursuant to Section 721(a368(a)(2)(E) of the Code by Axxxxxxx Code, and each party shall use its commercially reasonable efforts to cause the Merger to so qualify (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). None of Parent, Merger Sub, the Company or any holder of Company Common Stock shall knowingly take any action, or cause any action to be taken, which action would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code; provided, that the parties acknowledge that the foregoing shall not apply to any action required to be taken pursuant to the terms of this Agreement. The Parties will parties shall prepare and file all Tax Returns in a manner consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Intended Tax Return or during the course of any ActionTreatment, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by applicable Law. In connection with confirming the status of the Merger as a determination tax-free reorganization within the meaning of Section 1313(a368(a)(1)(A) and Section 368(a)(2)(E) of the Code Code, Parent and Merger Sub confirm and agree as follows: (i) Merger Sub has not held or beneficially owned and will not hold or beneficially own any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all material assets other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) If, than in connection with the preparation Merger; (ii) during the period beginning on the date of its formation and filing ending on the Effective Time, Parent will directly own all of the Proxy Statement outstanding shares of stock of Merger Sub; and the Registration Statement, the SEC requests or requires that tax opinions (iii) no capital stock of Merger Sub will be prepared and submitted in such connection, Acquiror and the issued to holders of Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel Common Stock in connection with the preparation and filing Merger. It is intended that the obligations of this Section 6.09 survive the Closing until sixty (60) days after the expiration of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationapplicable statute of limitations (including all extensions thereof).

Intended Tax Treatment. (i) For The parties hereto hereby agree and acknowledge that, for U.S. federal income tax purposes purposes, the Merger, the Exchange, the PIPE Investment and the exchange of Company Exchanged Conversion Stock for PubCo Shares by GSW and CPPIB pursuant to Sections 2.02(c) and (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatmentd), each of respectively (the Parties intends that the Business Combination will “Delayed Exchanges”), taken together, are intended to be treated as an integrated transaction that is described in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) 351 of the Code by Axxxxxxx (to and the extent of proceeds retained by the Company) U.S. Treasury Regulations promulgated thereunder (the “Intended Income Tax Treatment”). The Parties will prepare and Each party hereto shall, to the extent such party is required under applicable Law, file all applicable U.S. federal income Tax Returns on a basis consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Intended Tax Return or during the course of any ActionTreatment, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by pursuant to a determination within the meaning of Section 1313(a) of the Code Code. From and after the date of this Agreement, each party hereto (other than the Major Shareholders (other than GSW)) shall use its reasonable best efforts to cause the Merger, the Exchange, the PIPE Investment and the Delayed Exchanges to qualify, and will not take any action, cause any action to be taken, fail to take any action or cause any similar action to fail to be taken (in each case other than any action provided for or corresponding provision of state prohibited by this Agreement), which action or local Lawfailure to act could reasonably be expected to prevent the Merger, the Exchange, the PIPE Investment and the Delayed Exchanges from qualifying for the Intended Tax Treatment. Following the Closing, each party hereto (other than the Major Shareholders (other than GSW)) shall use its reasonable best efforts to cause the Merger, the Exchange, the PIPE Investment and the Delayed Exchanges to qualify, and will not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken (in each case other than any action provided for or prohibited by this Agreement), which action or failure to act could reasonably be expected to prevent the Merger, the Exchange, the PIPE Investment and the Delayed Exchanges from qualifying for the Intended Tax Treatment. Each of the Parties agrees The parties hereto hereby agree and acknowledge that they will not, prior to, at or immediately after Closing, enter into any contract, agreement, commitment or arrangement to promptly notify all other Parties dispose of any challenge PubCo Shares received pursuant to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateSection 2.01 or Section 2.02. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (iThis Agreement and the Plan of Arrangement are intended to constitute, and the Parties hereto hereby adopt this Agreement and the Plan of Arrangement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment1.368-3(a), each . Each of the Parties intends that shall use its reasonable best efforts to: (a) cause the Business Combination will be treated in part as (A) a purchase of interests in Transactions contemplated by this Agreement to qualify for the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare ; (b) except for actions required by this Agreement or any Ancillary Agreement, not (and shall not permit or cause any of their Affiliates, Subsidiaries or Representatives to) take or fail to take any action, or become obligated to take or fail to take any action, which action or failure could reasonably be expected to prevent the Transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; (c) report and file all relevant Tax Returns consistent with the foregoing provisions Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxation year of this Section 8.03(a)(ithe Closing, as applicable) and will not take any no position inconsistent position on any with the Intended Tax Return Treatment (whether in audits, Tax Returns or during otherwise), unless, solely in the course case of any Actionthe Intended U.S. Tax Treatment, audit, or other similar proceeding with respect required to Taxes, except as otherwise required by do so pursuant to a determination “determination” within the meaning of Section 1313(a) of the Code Code, or, solely in the case of the Intended Canadian Tax Treatment, required to do so pursuant to applicable Law; and (d) cooperate with one another and their respective Tax advisors in connection with providing to SPAC, NewCo or the Company any similar opinion or corresponding provision other advice relating to the Tax consequences of state or local Law). Each the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and signed by an officer of the Parties agrees or their respective Affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly notify all other Parties of any challenge to render such opinion or advice. If the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and SEC or any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to Governmental Authority requests or requires that an opinion be provided by the Company on or prior to the Closing Date. (ii) If, in connection with the preparation and filing respect of the Proxy Statement and Tax consequences of or related to the Registration StatementTransactions: (i) to the extent such opinion relates to SPAC or any equity holders thereof, the SEC requests or requires that tax opinions be prepared and submitted in SPAC will use its reasonable best efforts to cause its Tax advisors to provide any such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, and (ii) to the effect extent such opinion relates to the Company or any equity holders thereof, the Company will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations. Notwithstanding anything to the contrary in this Agreement, the delivery of a tax opinion or comfort letter that the Transactions qualify for the Intended Income Tax Treatment should apply shall not be a condition to the Business CombinationClosing or otherwise to the consummation of the Transactions contemplated by this Agreement.

Intended Tax Treatment. (a) The parties hereto intend that (i) For U.S. for United States federal income tax purposes (and for purposes of any applicable state or state, local and non-U.S.) income tax that follows Tax purposes, the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be Merger constitutes a transaction treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination reorganization” within the meaning of Section 1313(a368(a)(2)(E) of the Code (the “Intended Tax Treatment”) and (ii) this Agreement constitutes, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) to which Acquiror, Sub, Company Parent and the Company are parties under Section 368(b) of the Code. (b) Both prior to and following the Effective Time, Acquiror, Sub, Company Parent and the Company shall use their reasonable best efforts, and shall cause their respective Subsidiaries, as applicable to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify for the Intended Tax Treatment, including (i) refraining from any action that is not contemplated by this Agreement or required by applicable Law, that such party knows, or is reasonably expected to know, is reasonably likely to prevent the Intended Tax Treatment and not taking any Tax reporting position inconsistent with the Intended Tax Treatment for U.S. federal (and applicable state, local and non-U.S.) income Tax purposes, unless otherwise required by a change in applicable Law after the date of this Agreement or a “determination” within the meaning of Section 1313(a)(1) of the Code (or any similar or corresponding provision of state state, local, or local non-U.S. Law). Each of the Parties Acquiror agrees to use its reasonable best efforts to promptly notify all other Parties Company Parent of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code Authority and the Treasury Regulations promulgated thereunder, and in accordance with a schedule parties hereto shall use reasonable best efforts to be provided by preserve the Company prior to Intended Tax Treatment during the Closing Datecourse of such challenge. (iic) IfAcquiror shall use its commercially reasonable efforts to promptly notify the Company if, in connection with at any time before the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connectionEffective Time, Acquiror and the Company shall deliver has knowledge of any facts, agreements, plans or other circumstances that would reasonably be expected to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that prevent or impede the Intended Income Tax Treatment should apply Treatment. Company Parent shall use its commercially reasonable efforts to promptly notify Acquiror if, at any time before the Business CombinationEffective Time, Company Parent has knowledge of any facts, agreements, plans or other circumstances that would reasonably be expected to prevent or impede the Intended Tax Treatment.

Intended Tax Treatment. The parties hereto intend that for U.S. federal (and other applicable) income Tax purposes, the transactions contemplated by this Agreement (including the Pre-Closing Restructuring) shall be treated as follows: (i) For U.S. federal income tax purposes the Blocker Equity Purchase as a sale or exchange described in Section 1001 of the Code, (ii) the Merger and for purposes the acquisition of the Direct Sale Units as a sale or exchange of partnership interests in the Company by the Sellers (other than the Blocker Sellers) to the Purchaser described in Section 741 of the Code in connection with which there shall be a basis adjustment under Section 743 of the Code, (iii) the distribution of proceeds from the Direct Seller to its equityholders as a liquidating distribution described in Code Section 731 pursuant to which neither the partnership making the distribution not the partner receiving the distribution recognizes any gain or loss, (iv) the redemption of any applicable state or local income tax that follows shares of any Blocker in connection with the U.S. federal income tax treatment), each transactions contemplated hereby as a redemption described in Section 302(a) of the Parties intends that the Business Combination will be treated in part as Code, (Av) a purchase any distribution of interests in the Company by Acquiror (a partnership pursuant to the extent Pre-Closing Restructuring as a distribution described in Code Section 731 pursuant to which neither the partnership making the distribution not the partner receiving the distribution recognizes any gain or loss, and (vi) the taxable year of the proceeds received by Company and each of its Subsidiaries treated as a partnership for U.S. federal income tax purposes shall not end on the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as Closing Date (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (collectively, the “Intended Income Tax Treatment”). The Parties will prepare parties hereto (x) shall not (and file all shall cause their respective Affiliates not to) take any action that would reasonably be expected to prevent the Intended Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(iTreatment from so qualifying and (y) and will shall not take any position for Tax purposes inconsistent position on any with the Intended Tax Return or during the course of any Action, audit, or other similar proceeding with respect Treatment unless required to Taxes, except as otherwise required do so by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local applicable Law). Each of the Parties agrees to promptly notify all other Parties Company and each of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration its Subsidiaries that is treated as paid a partnership for partnership interests in (A) above and any other item treated as purchase price for applicable Tax U.S. federal income tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, shall make a valid election under Section 754 and 751 of the Code and for the Treasury Regulations promulgated thereundertaxable year in which the Transaction occurs, and except in accordance with a schedule to be provided by any case where the Company prior to the Closing DatePurchaser determines it is unnecessary. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For The Parties hereto agree that for U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes willand, to the extent applicable, for state and local tax purposes), the transactions contemplated by the Business Combination are intended to (A) be allocated among the assets undertaken as part of the Company a prearranged, integrated plan, (B) qualify as exchanges described in the manner required by Sections 743, 754 and 751 Section 351 of the Code and the Treasury Regulations promulgated thereunder, and in accordance (c) with a schedule to be provided by the Company prior respect to the Closing DateMerger qualify as an exchange eligible for the exception to Section 367(a)(1) of the Code set forth in Treasury Regulations Section 1.367(a)-3(c) (assuming the requirements of Treasury Regulations Section 1.367(a)-3(c)(1)(iii) are met)(clauses (A) and (B), collectively, the “Intended Tax Treatment”). (ii) Neither Parent nor any KE Company shall knowingly take or fail to take (and, following the Transactions, PubCo will cause Parent and each KE Company not to knowingly take or fail to take) any action which action (or failure to act) would reasonably be expected to cause the Merger and/or the Exchange, as the case may be, to qualify for the Intended Tax Treatment. With respect to the Transactions, PubCo will (and following the Transactions will cause the Parent and each KE Company, as applicable, to) file all required information with its Tax Returns in a manner consistent with the Intended Tax Treatment, and maintain all records required for Tax purposes. (iii) Following the Closing Date, the Company shall, or shall cause the Surviving Corporation to, comply with the Tax reporting obligations of Treasury Regulations Section 1.367(a)-3(c)(6), to the extent permitted under applicable Law. (iv) Notwithstanding anything to the contrary herein, if, after the date hereof the parties determine that the Business Combination is not reasonably expected to qualify for the Intended Tax Treatment, the parties shall use their commercially reasonable best efforts to restructure the Transactions contemplated hereby (such restructured transactions, the “Alternative Transaction Structure”) in a manner that is reasonably expected to cause the Alternative Transaction Structure to so qualify for a mutually preferred tax treatment. (v) The Company acknowledges that any Parent Stockholder who owns five percent (5%) or more of PubCo Ordinary Shares immediately after the Closing, as determined under Section 367 of the Code and the Treasury Regulations promulgated thereunder, may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8. Upon the written request of any such Parent Stockholder made following the Closing Date, the Company shall (i) use reasonable efforts to furnish to such Parent Stockholder such information as such Parent Stockholder reasonably requests in connection with such Parent Stockholder’s preparation of a gain recognition agreement, and (ii) use reasonable efforts to provide such Parent Stockholder with the information reasonably requested by such Parent Stockholder for purposes of determining whether there has been a gain “triggering event” under the terms of such Parent Stockholder’s gain recognition agreement, in each case, at the sole cost and expense of such requesting Parent Stockholders. (vi) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement/Prospectus, the SEC requests or requires that Tax opinions with respect to U.S. federal income tax opinions consequences of the Transactions be prepared and submitted in such connection, Acquiror PubCo, Parent and the Company shall deliver to Dentons US Oxxxxx Frome Wxxxxxx LLP and/or Pxxx Xxxxxxxx LLP(“Oxxxxx”) and Lxxx & Lxxx LLP (“Loeb”), as applicablerespectively, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement Statement/Prospectus shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement Statement/Prospectus. Notwithstanding anything to the contrary in this Agreement, Lxxx shall not be required to provide any Tax opinion to any party regarding the Transactions or the Intended Tax Treatment. (vii) Each of PubCo, Parent, the Surviving Corporation and the Registration StatementCompany shall, andand shall cause its Affiliates to, if requiredcooperate fully, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions as and limitations, to the effect extent reasonably requested by another party, in connection with the filing of relevant Tax Returns, the Tax treatment of any aspect of the Transactions or any audit or other Action pertaining to Taxes, provided that in each case the filing or any other such action shall not be inconsistent with the Intended Income Tax Treatment should apply Treatment. Such cooperation shall include the 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 or audit, making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder (to the Business Combinationextent such information or explanation is not publicly or otherwise reasonably available).

Intended Tax Treatment. (ia) For The Parties intend that, for U.S. federal income tax purposes purposes, (and for purposes of any applicable state or local income tax that follows i) the U.S. federal income tax treatment), each of the Parties intends that the Business Combination Merger will be treated in part qualify as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination reorganization” within the meaning of Section 1313(a368(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, to which each of Acquiror, Merger Sub and the Company are parties under Section 368(b) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”), (ii) the Company Security Conversion and the Burkhan Conversion Event will each qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, and (iii) this Agreement is, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361, and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). The Parties shall (A) file all Tax Returns and report the transactions contemplated by this Agreement for all U.S. federal income tax purposes in accordance with the Intended Tax Treatment, (B) take no position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in the case of each of clauses (A) and (B), unless otherwise required by a schedule “determination” within the meaning of Section 1313(a) of the Code, (C) use reasonable best efforts to cause the Merger (and if the Second Merger is consummated pursuant to Section 2.7(b), the Merger and the Second Merger, taken together) to qualify for the Intended Tax Treatment; and (D) reasonably cooperate in good faith with each other and their respective advisors to document and support the Intended Tax Treatment, including by taking the actions described in Section 2.7(a) of the Company Disclosure Letter. Each of the Parties shall promptly notify the other Parties in writing if such Party becomes aware of any challenge to the Intended Tax Treatment by a Governmental Authority or if such Party becomes aware of any non-public fact or circumstance that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment. None of the Parties shall (nor shall they permit any of their Affiliates, Subsidiaries or representatives to) knowingly take or cause to be provided taken any action or fail to take any action (in each case, other than such actions contemplated by this Agreement or the Company Ancillary Agreements), if such action or failure to take action would be reasonably expected to impede or prevent the Merger from qualifying for the Intended Tax Treatment. Notwithstanding the foregoing, nothing in this Section 2.7(a) shall (x) require or be interpreted to obligate any Party or any of their respective Affiliates or representatives to litigate or defend against any challenge to the Intended Tax Treatment by a Governmental Authority in a court or (y) prevent any Party or any of their respective Affiliates or representatives from, after taking such commercially reasonable efforts as are determined by such Party in good faith to defend and affirm the Intended Tax Treatment, settling such challenge. Notwithstanding anything else to the contrary contained in this Agreement, the Parties further acknowledge and agree that, (1) other than the representations set forth in Section 4.15(m) and Section 5.15(m) of this Agreement, no Party is making any representation or warranty in this Agreement as to the qualification of the Merger as a reorganization under Section 368(a) of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing DateEffective Time has or may have on any such reorganization status, (2) each such Party has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (3) each such Party (including each of its shareholders) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger is determined not to qualify as a reorganization under Section 368(a) of the Code. (iib) IfWithout limiting the generality of the foregoing, if the Company reasonably determines that there is a material risk that the Merger will not qualify for the Intended Tax Treatment, but would be reasonably expected to so qualify if a second-step merger of the Surviving Corporation into a limited liability company directly and wholly owned by Acquiror that is disregarded as an entity for U.S. federal income tax purposes were consummated, in connection accordance with Delaware law, as promptly as practicable following the preparation and filing of the Proxy Statement and the Registration StatementMerger (such second-step merger, the SEC requests or requires that tax opinions be prepared and submitted in such connection“Second Merger”), Acquiror and the Company shall deliver notify the Acquiror promptly after such determination, and if the Company and the Acquiror, each acting reasonably and in good faith, together determine that restructuring the transactions governed hereby to Dentons US LLP and/or Pxxx Xxxxxxxx LLPincorporate the Second Merger is not expected to result in material delay or cost, the Second Merger shall be so consummated; provided, that if the Second Merger occurs, (i) the Merger and the Second Merger shall be treated as applicableone integrated transaction for U.S. federal income tax purposes and (ii) references to the Company or the Surviving Corporation (in each case, customary Tax representation letters satisfactory to its counsel, dated and executed as after the effective time of the date Second Merger) and all other provisions of this Agreement shall be interpreted mutatis mutandis to take into account the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel change in connection with the preparation and filing structure of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combinationbusiness combination.

Intended Tax Treatment. (i) For The Parties intend that, for U.S. federal income tax purposes (and for purposes Tax purposes, the Pubco Merger constitute a transaction that qualifies as a “reorganization” within the meaning of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a368(a)(1)(F) of the Code by Axxxxxxx Code, and each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to cause the Pubco Merger to so qualify (which shall include using reasonable best efforts to the extent of proceeds retained by the Companytake, or not take, any action which may reasonably be expected to prevent such qualification) (the “Intended Income Tax Treatment”). The Parties will prepare and shall file all Tax Returns consistent with, and take no position inconsistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any (whether in Proceedings, Tax Return Returns or during the course of any Actionotherwise), audit, or other similar proceeding with respect such treatment unless required to Taxes, except as otherwise required by do so pursuant to a determination “determination” that is final within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law)Code. Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing DateEntity. (ii) The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). (iii) If, in connection with the preparation and filing of the Registration Statement / Proxy Statement and the Registration Statement, the SEC requests or requires that any tax opinions opinion be prepared and submitted in such connection, Acquiror and then (i) the Company Parties shall cooperate in order to facilitate the issuance of such tax opinion, (ii) the Parties shall deliver to Dentons US Kxxxxxxx & Exxxx LLP (or other legal counsel to the Company) and/or Pxxx Xxxxxxxx LLPLLP (or other legal counsel to SilverBox), as applicablein each case, customary Tax representation letters satisfactory to its the extent reasonably requested by such counsel, duly executed certificates, dated and executed as of the date the Proxy Statement reasonably requested by such counsel, containing such customary representations and the Registration Statement warranties as shall have been declared effective by the SEC and such other date(s) as determined be reasonably necessary by or appropriate to enable such counsel in connection with to render any such opinion, (iii) Kxxxxxxx & Exxxx LLP or other legal counsel to the preparation Company (and filing for the avoidance of the Proxy Statement and the Registration Statementdoubt, and, if required, not Pxxx Xxxxxxxx LLP or other legal counsel to SilverBox) shall furnish an issue any such opinion, subject to customary assumptions and limitations, relating to the effect that Tax consequences of the transactions contemplated by this Agreement to Blocker Corp, Blocker Corp Shareholders, and/or the Existing Company Unitholders, and (iv) Pxxx Xxxxxxxx LLP or other legal counsel to SilverBox (and for the avoidance of doubt, not Kxxxxxxx & Exxxx LLP or other legal counsel to the Company) shall issue any such opinion, subject to customary assumptions and limitations, relating to the Tax consequences of the transactions contemplated by this Agreement to any of the SilverBox Parties or any of their respective shareholders or equityholders (including the Intended Income Tax Treatment should apply to the Business CombinationTreatment).

Intended Tax Treatment. (i) For The Parties intend that each Blocker Merger will qualify as a reorganization described in Section 368(a)(1)(A) of the Code, and the Parties shall report the transactions contemplated in this Agreement consistently with such treatment on all relevant Tax Returns, and shall take no position inconsistent with such treatment in any Tax Proceeding with a Taxing Authority unless required by applicable Law. Neither Parent nor the Blocker Stockholders shall take any action that could reasonably be expected to prevent the Blocker Merger with respect to such Blocker Company from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Section 368 and the Treasury Regulation promulgated thereunder. (ii) The Parties agree that, except as required by applicable Law, for U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment)Income Tax purposes, each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (shall be treated as the continuing partnership pursuant to the extent Section 708(b)(1) of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as Code; (B) neither the shares of Parent Class B Common Stock nor the right to redeem or exchange Common Units shall be treated as having a contribution pursuant fair market value greater than zero dollars ($0); (C) Parent shall (I) be treated as contributing cash and property to the Company in exchange for Common Units in a non-taxable transaction under Section 721(a) of the Code by Axxxxxxx Code, (II) be treated as acquiring the Company Warrants in exchange for cash in an amount equal to the fair market value of such Company Warrants, and (III) not be treated as receiving any taxable consideration pursuant to Treasury Regulation Section 1.707-3; provided, that, notwithstanding the foregoing, if any taxable consideration is treated as received by Parent or the Non-Blocker Company Members, (x) such consideration shall be treated as a reimbursement of preformation capital expenditures to the maximum extent permitted pursuant to Treasury Regulation Section 1.707-4(d), and (y) nonrecourse liabilities of proceeds retained by the CompanyCompany shall be allocated in a manner that is consistent with applicable Treasury Regulations to minimize, to the greatest extent possible, the amount of gain that the Non-Blocker Company Members or Parent would recognize, if any, pursuant to Section 707 of the Code, if applicable, or Section 731(a) of the Code, in connection with the receipt of such consideration; and (D) with respect to the IRS Form 1065 (or similar state or local Tax Return) filed for the Tax year of the Company including the Closing Date, such Tax Return shall be prepared utilizing the “Intended Income interim closing method” as if the Tax Treatment”). year ended on the Closing Date and “calendar day convention” (in each case, as defined in Treasury Regulation Section 1.706-4) as of the end of the Closing Date. (iii) The Parties will shall (A) prepare and file all Tax Returns in a manner consistent with the foregoing provisions of this Section 8.03(a)(i6.5(f), and (B) and will not take any no position inconsistent position on with this Section 6.5(f) in any Tax Return Return, Tax Proceeding or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by absent a determination within the meaning of Section 1313(a) 1313 of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Datecontrary. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (ia) For U.S. federal (and applicable state and local) income tax purposes purposes, the Parties intend that, (and for purposes i) to the extent the Holder has the right to receive all or any portion of any applicable state or local income tax a TRA Note in respect of amounts owed to it under the Tax Receivable Agreement related to an Exchange of Units that follows has occurred prior to the U.S. federal income tax treatment)Closing, each (A) the receipt of the Parties intends relevant portion of the TRA Note by the Holder shall be treated as a modification of an existing installment obligation of the Company under the Tax Receivable Agreement that does not give rise to any gain or loss under Code Section 453B and, unless an election has previously been made, the Business Combination installment method shall continue to apply, (B) any payment under the relevant portion of the TRA Note (other than amounts properly accounted for as accrued or imputed interest) will be treated as a subsequent upward adjustment to the purchase price of the relevant Units and (C) the Company shall receive an increase in part as the tax basis of such Units equal to the amount of such TRA Note (other than any portion that is attributable to accrued or imputed interest), and (ii) to the extent the Holder has the right to receive all or any portion of a TRA Note in respect of amounts owed to it under the Tax Receivable Agreement related to Units that are exchanged for shares in the Company on the date of the Closing, (A) a purchase of interests in the Company by Acquiror (to the extent receipt of the proceeds received relevant portion of the TRA Note by the Holder shall be treated as additional purchase price paid by the Company from Acquiror for such Units and distributed to other holders of Company Units shall be eligible for installment reporting under Code Section 2.01(d)) 453, and in part as (B) a contribution pursuant to Section 721(a) the Company shall receive an increase in the tax basis of the Code by Axxxxxxx (such Units equal to the extent amount of proceeds retained by the Company) such TRA Note (clause (a), the “Intended Income Tax Treatment”). . (b) The Parties will prepare and agree to file all Tax Returns tax returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Intended Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as Treatment unless otherwise required by applicable law or by a determination final “determination” within the meaning of Section 1313(a1313(a)(1) of the Code (or any similar or corresponding provision of state or local Law)Code. Each The Parties agree to cooperate in good faith to structure the issuance of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests TRA Note and related transactions in (A) above and any other item treated as purchase price for applicable Tax purposes willa manner that, to the extent applicablereasonably practicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior gives effect to the Closing DateIntended Tax Treatment. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Business Combination.

Intended Tax Treatment. (i) For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the The Parties intends intend that the Business Combination will be treated in part Merger qualifies as (A) a purchase “reorganization” within the meaning of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a368(a) of the Code by Axxxxxxx (and the Treasury Regulations promulgated thereunder to which the extent Parties are parties under Section 368(b) of proceeds retained by the Company) Code (the “Intended Income Tax Treatment”). The Merger shall be reported by the Parties will prepare and file for all applicable Tax Returns consistent purposes in accordance with the foregoing provisions of this Section 8.03(a)(i) Intended Tax Treatment, and the Parties will not take any inconsistent position on any Tax Return or during the course of any Actionaction, audit, or other similar proceeding with respect to Taxes, except as unless otherwise required by a determination Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local applicable Law). Each of the Parties agrees to use commercially reasonable efforts to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (ii) IfThe Stockholders’ Representative shall promptly notify Parent if, in connection with at any time before the preparation and filing Effective Time, the Stockholders’ Representative becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. Parent shall promptly notify the Stockholders’ Representative if, at any time before the Effective Time, Parent becomes aware of any fact or circumstance that could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. (iii) Each of the Proxy Statement and Parties shall use its commercially reasonable efforts to cause the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver Merger to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that qualify for the Intended Income Tax Treatment should apply Treatment, and no such Party shall take or cause to be taken or knowingly fail to take or cause to be taken any action which could reasonably be expected to prevent or impede the Business CombinationIntended Tax Treatment. The Parties shall reasonably cooperate with each other and their respective tax counsel to document and support the Intended Tax Treatment.

Intended Tax Treatment. It is the Parties’ intent that (i) For U.S. federal income tax purposes (the Merger and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Business Combination will be Second Merger are treated as integrated steps in part a single transaction together qualifying as (A) a purchase of interests reorganization described in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a368(a)(1)(A) of the Code by Axxxxxxx Code, (ii) this Agreement constitutes, and is hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3, (iii) the First Merger and the Second Merger are treated as effected for “fixed consideration” and subject to the extent of proceeds retained by the Company) (the “Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this signing date rule” as defined in Treasury Regulations Section 8.03(a)(i1.368-1(e)(2)(i) and will not take any inconsistent position on any Tax Return or during Revenue Procedure 2018-12 and (iv) the course of any Action, audit, or other similar proceeding with respect NWC Merger qualifies as a transfer to Taxes, except as otherwise required by a determination controlled corporation within the meaning of Section 1313(a368(a)(2)(C) of the Code and Treasury Regulation Section 1.368-2(k) (or any similar or corresponding provision of state or local Law(i), (ii), (iii) and (iv) collectively, the “Intended Tax Treatment”). Each of the Parties (including each of the Parent Parties, the Company, the Founders and the stockholders of the Company, and in each case any Affiliates thereof) shall use commercially reasonable efforts to cause the Transactions to qualify for the Intended Tax Treatment, and shall not take or knowingly fail to take (and shall cause their respective Affiliates and stockholders not to take or knowingly fail to take) any action which action (or failure to act) would reasonably be expected to prevent or impede the foregoing from qualifying for the Intended Tax Treatment. Absent a breach of the representations in Sections 2.10(k), 2.10(l) and 3.7 of this Agreement (provided, that the Parent Parties may not use a breach of Section 3.7 to excuse compliance with the reporting requirements set forth in this sentence) or Section 5(h)(ii) of the Joinder Agreement executed by any stockholder or Founder, the Parties to this Agreement (including each of the Parent Parties, the Company and the stockholders and Founders of the Company, and any Affiliates of the foregoing) agree to report the Merger and the Second Merger as integrated steps in a single transaction together qualifying as a reorganization within the meaning of Section 368(a) of the Code on their respective U.S. federal income Tax Returns for the taxable year including the Closing Date and shall file all applicable U.S. state and local income Tax Returns in a manner consistent with the Intended Tax Treatment, in each case unless otherwise required by applicable law. Each Party agrees to promptly notify all consult with the other Parties of in good faith prior to filing any challenge Tax Return that reflects a position contrary to Section 4.11(g) or the Intended Tax Treatment. Notwithstanding anything to the contrary in this Agreement, the consideration payable under this Agreement shall not be adjusted or otherwise fixed in any manner that would be reasonably likely to prevent the Intended Income Tax Treatment Treatment, and the Parties shall reasonably consult and cooperate in good faith (including, if necessary, by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, amending this Agreement to the extent applicable, be allocated among the assets of the Company in the manner required permitted by Sections 743, 754 and 751 of the Code and the consistent with Treasury Regulations promulgated thereunder, and in accordance with a schedule Section 1.368-1(e)) to be provided by the Company prior to the Closing Date. (ii) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Dentons US LLP and/or Pxxx Xxxxxxxx LLP, as applicable, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Proxy Statement and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that ensure the Intended Income Tax Treatment should apply to the Business CombinationTreatment.

Intended Tax Treatment. (ia) For U.S. federal income tax purposes (and for purposes None of any applicable state or local income tax that follows the U.S. federal income tax treatment)Parent, each of the Parties intends that the Business Combination will be treated in part as (A) a purchase of interests in the Company by Acquiror (to the extent of the proceeds received by the Company from Acquiror and distributed to other holders of Company Units under Section 2.01(d)) and in part as (B) a contribution pursuant to Section 721(a) of the Code by Axxxxxxx (to the extent of proceeds retained by Merger Sub, Merger Sub II, the Company) (, or their respective Affiliates shall knowingly take or omit to take any action if such action or failure to act would reasonably be expected to prevent or impede the “Mergers from qualifying for the Intended Income Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the foregoing provisions of this Section 8.03(a)(i) and will not take any inconsistent position on any Tax Return or during the course of any Action, audit, or other similar proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state or local Law). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Income Tax Treatment by any Governmental Authority. The consideration treated as paid for partnership interests in (A) above and any other item treated as purchase price for applicable Tax purposes will, to the extent applicable, be allocated among the assets of the Company in the manner required by Sections 743, 754 and 751 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with a schedule to be provided by the Company prior to the Closing Date. (iib) If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror Parent and the Company shall execute and deliver officer’s certificates containing appropriate representations at such time or times as may be reasonably requested by their respective outside counsel, including on or prior to Dentons US LLP and/or Pxxx Xxxxxxxx LLPthe effective date of the Form F-4 and the Closing Date, as applicablefor purposes of rendering opinions with respect to the tax treatment of the Mergers (the “Tax Representation Letters”). Each party hereto shall use reasonable best efforts not to take or cause to be taken any action which would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any portion of the Tax Representation Letters. (c) Parent shall reasonably promptly notify the Company, customary and the Company shall reasonably promptly notify Parent, in each case if such party becomes aware of any non-public fact or circumstance that would reasonably be likely to prevent or impede the Mergers from qualifying for the Intended Tax representation letters Treatment. (d) If the Company receives the opinion of Xxxxxxxx, in form and substance reasonably satisfactory to its counselthe Company, dated and executed as of the date Closing Date, rendered on the Proxy Statement basis of facts, representations and assumptions set forth in such opinion and the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection Tax Representation Letters, all of which are consistent with the preparation and filing state of facts existing as of the Proxy Statement and the Registration Statement, and, if required, Pxxx Xxxxxxxx LLP shall furnish an opinion, subject to customary assumptions and limitationsSecond Effective Time, to the effect that the Mergers will qualify for the Intended Income Tax Treatment should apply Treatment, the parties hereto agree to treat and report the Mergers for all Tax purposes (including on all applicable Tax Returns) as qualifying for the Intended Tax Treatment. (e) In the event that the Mergers would reasonably be expected to fail to qualify for the Intended Tax Treatment, 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 the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties hereto shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties hereto to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 5.17(e) (x) shall not (A) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration (or the consideration payable to holders of Options and Company RSUs pursuant to Section 2.4) or (B) impose any material economic or other costs on Parent or the Company and (y) shall be capable of consummation without material delay in relation to the Business Combinationstructure contemplated herein. (f) The parties hereto acknowledge and agree that the provisions of this Section 5.17, including implementation of an alternative structure under Section 5.17(e) above, shall not be a condition to Closing or create any independent conditions to closing.