Section 351 Contributions Clause Samples

Section 351 Contributions. The contribution of Riverstone Blocker to LOS Inc. pursuant to Section 2.10, the contributions of Series 1 Units to LOS Inc. pursuant to Section 2.11, the exchange of Series 2 Units for shares of Class A Common Stock and cash in the OpCo Merger pursuant to Section 2.12 (including cash paid if the Shoe is exercised), the transfer by each Series 1 Unit Seller of Series 1 Units in exchange for cash pursuant to Section 2.13 (and Section 2.14 if the Shoe is exercised), the issuance by LOS Inc. of Class A Common Stock in the IPO (including the shares of Class A Common Stock issued if the Shoe is exercised) and the issuance of Class B Common Stock to the TRA Parties in exchange for cash pursuant to Section 2.18 (all such transactions, the “Section 351 Contributions”) are intended to qualify as an exchange under Section 351 of the Internal Revenue Code, and each of the Parties hereto agrees to report and treat such transactions in manner consistent with such tax treatment.