Common use of Material U.S. Federal Income Tax Consequences Clause in Contracts

Material U.S. Federal Income Tax Consequences. of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Xxxxxxx Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).

Material U.S. Federal Income Tax Consequences. of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Xxxxxxx Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for U.S. United States federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).