Common use of U.S. Tax Treatment Clause in Contracts

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) this Agreement to be, and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the Arrangement.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as For U.S. federal income tax purposes, the Merger is intended to constitute a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; Code. The parties to this Agreement hereby (ci) that the transfer by POR Holdings of its Member Interests of POR adopt this Agreement insofar as it relates to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations, and (iii) agree to file all Tax 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, other than the representations set forth in Sections 5.25(d) and 6.18(e), no party is making any representation or warranty as to the qualification of the Merger as a reorganization under Section 368(a) of the Code and or as to the Treasury Regulations thereunder; (d) effect, if any, that any transaction consummated on, after or prior to the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and Effective Time has or may have on any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 such reorganization status. Each of the Code; parties acknowledges and agrees that each such party (dA) this Agreement has had the opportunity to be, obtain independent legal and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent tax advice with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement and (B) 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. (b) If, in connection with the preparation and filing of the Parent SEC Documents, the Additional Parent SEC Documents, the SEC Statement or ancillary any Other Filing (each individually, a “Securities Filing”) or the SEC’s review thereof, the SEC requests or requires that a tax opinion (or tax opinions) with respect to the ArrangementU.S. federal income tax consequences of the Merger be prepared and submitted in such connection (each, a “Tax Opinion”), (i) the Company shall use its reasonable best efforts to deliver to Xxxxxxx Procter LLP (“Xxxxxxx”) (or another nationally recognized tax or accounting firm in the United States reasonably acceptable to the Parties), in connection with any Tax Opinion rendered by Xxxxxxx (or such other nationally recognized tax or accounting firm), customary Tax representation letters substantially in the form attached hereto as Exhibits M and N, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by Xxxxxxx (or such other nationally recognized tax or accounting firm) in connection with the preparation and filing of such Securities Filing, and (ii) the Company shall use its reasonable best efforts to cause Xxxxxxx (or such other nationally recognized tax or accounting firm) to furnish the Tax Opinions, subject to customary assumptions and limitations.

U.S. Tax Treatment. The parties hereto intendFor U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that follows the US. federal income tax treatment of the Merger), and each of the Exchange Agreements shall provide, Parties intends that (a) the Merger will constitute a transaction that PubCo will be treated qualifies as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code to which each of Parent and the Treasury Regulations thereunder; (cCompany is a party under Section 368(b) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(bCode, and (b) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Capital Stock (including Company Capital Stock received in respect of Company Warrants and Company Convertible Notes by operation of Sections 3.2(b) and 3.2(c)) (i) are eligible for nonrecognition treatment under Section 354 of the Consideration Spreadsheet Code in connection with the reorganization described in clause (a) (and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, will not be treated as single integrated transaction qualifying as a reorganization “other property” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 356 of the Code; ) and (dii) shall be treated as received by the Company Stockholders on the Closing Date for Tax purposes (and no interest shall be imputed on any such Earnout Shares released to the Company Stockholders pursuant to the Earnout Escrow Agreement), and (c) the Earnout Shares placed in escrow pursuant to Earnout Escrow Agreement in respect of Company Options shall not be treated as received by the holders of Company Options for Tax purposes unless and until such Earnout Shares are released to the holders of Company Options pursuant to the Earnout Escrow Agreement (such treatment in clauses (a), (b) and (c), the “Intended Tax Treatment”). The parties to this Agreement to be, and hereby (i) adopt this Agreement is adopted as, insofar as it relates to the Merger as a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Treasury Regulation Section 1313 of the Code that 1.368-2(g), (ii) agree to file and retain such treatment is not correct. Each party hereto agrees information as shall be required under Treasury Regulation Section 1.368-3, and (iii) agree to act in file all Tax and other informational returns on a manner that is basis consistent with the Intended U.S. Tax Treatment. In Notwithstanding the event foregoing or anything else to the contrary contained in this Agreement, the parties determine that acknowledge and agree that, other than the foregoing transactions may not qualify representations and warranties provided in this Agreement (including Section 8.6), no party is making any representation or warranty as to the qualification of the Merger for the Intended U.S. Tax Treatment, . Each of the parties hereto will cooperate in restructuring acknowledges and agrees that each such transactions party (A) has had the opportunity to obtain independent legal and tax advice with respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary and (B) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger is determined not to qualify for the ArrangementIntended Tax Treatment.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as a For U.S. domestic corporation under Section 7874 of federal income tax purposes, (i) the Code; Restructuring is intended to qualify for the Restructuring Intended Tax Treatment, and (bii) that the Verano Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and is intended to qualify for the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) Merger Intended Tax Treatment. The Parties to this Agreement to be, and hereby (A) adopt this Agreement is adopted as, insofar as it relates to the Merger as a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 1.368-2(g) of the Code that Treasury Regulations, (B) agree to file and retain such treatment is not correct. Each party hereto agrees information as shall be required under Treasury Regulation Section 1.368-3 or Treasury Regulation Section 1.351-3, and (C) agree to act in (and cause their respective Affiliates to) file all Tax and other informational returns on a manner that is basis consistent with the Restructuring Intended U.S. Tax Treatment and Merger Intended Tax Treatment. In . (b) Notwithstanding the event foregoing or anything else to the contrary contained in this Agreement, the parties determine that acknowledge and agree that, other than the foregoing transactions may not qualify representations set forth in Sections 4.23(s) and Section 5.21(t) through Section 5.21(x), (i) no party is making any representation or warranty as to the qualification of the Restructuring for the Restructuring Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions or as to the extent reasonably possibleeffect, to cause such transactions to so qualify. Notwithstanding the foregoingif any, the parties hereto do not make that any representationtransaction consummated on, warranty after or covenant prior to the Effective Time has or may have on any other such reorganization status, and (ii) no party hereto is making any representation or warranty as to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment qualification of the Verano MergerMerger for the Merger Intended Tax Treatment, or as to the Company Mergerseffect, if any, that any transaction consummated on, after or prior to the Arrangement Effective Time has or may have on any other such reorganization status. (c) Each party acknowledges and agrees that such party (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if (A) the Restructuring is determined not to qualify for the Restructuring Intended Tax Treatment, or ancillary (B) the Merger is determined not to qualify for the ArrangementMerger Intended Tax Treatment.

U.S. Tax Treatment. The parties hereto intendFor U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that follows the US. federal income tax treatment of the Merger), and each of the Exchange Agreements shall provide, Parties intends that (a) the Merger will constitute a transaction that PubCo will be treated qualifies as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code to which each of Parent and the Treasury Regulations thereunder; (cCompany is a party under Section 368(b) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(bCode, and (b) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Preferred Stock and Company Common Stock, (including Company Capital Stock received in respect of Company Warrants and Company Convertible Notes by operation of Section 3.2(b) and Section 3.2(c)) (i) are eligible for nonrecognition treatment under Section 354 of the Consideration Spreadsheet Code in connection with the reorganization described in clause (a) (and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, will not be treated as single integrated transaction qualifying as a reorganization “other property” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 356 of the Code; ) and (dii) shall be treated as received by the applicable Company Earnout Holders on the Closing Date for Tax purposes (and no interest shall be imputed on any such Earnout Shares released to such Company Earnout Holders pursuant to the Earnout Escrow Agreement), and (c) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Options shall not be treated as received by the holders of Company Options for Tax purposes unless and until such Earnout Shares are released to the holders of Company Options pursuant to the Earnout Escrow Agreement (such treatment in clauses (a), (b) and (c), the “Intended Tax Treatment”). The parties to this Agreement to be, and hereby (i) adopt this Agreement is adopted as, insofar as it relates to the Merger as a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Treasury Regulation Section 1313 of the Code that 1.368-2(g), (ii) agree to file and retain such treatment is not correct. Each party hereto agrees information as shall be required under Treasury Regulation Section 1.368-3, and (iii) agree to act in file all Tax and other informational returns on a manner that is basis consistent with the Intended U.S. Tax Treatment. In Notwithstanding the event foregoing or anything else to the contrary contained in this Agreement, the parties determine that acknowledge and agree that, other than the foregoing transactions may not qualify representations and warranties provided in this Agreement (including Section 8.6), no party is making any representation or warranty as to the qualification of the Merger for the Intended U.S. Tax Treatment, . Each of the parties hereto will cooperate in restructuring acknowledges and agrees that each such transactions party (A) has had the opportunity to obtain independent legal and tax advice with respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary and (B) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger is determined not to qualify for the ArrangementIntended Tax Treatment.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as For U.S. federal income tax purposes, the Merger is intended to constitute a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; Code. The parties to this Agreement hereby (ci) that the transfer by POR Holdings of its Member Interests of POR adopt this Agreement insofar as it relates to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations, and (iii) agree to file all Tax 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, other than the representations set forth in Sections 4.24(e) and 5.25(e), no party is making any representation or warranty as to the qualification of the Merger as a reorganization under Section 368(a) of the Code and or as to the Treasury Regulations thereunder; (d) effect, if any, that any transaction consummated on, after or prior to the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and Effective Time has or may have on any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 such reorganization status. Each of the Code; parties acknowledges and agrees that each such party (dA) this Agreement has had the opportunity to be, obtain independent legal and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent tax advice with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement and (B) 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. (b) If, in connection with the preparation and filing of the Parent SEC Documents, the Additional Parent SEC Documents, the SEC Statement or ancillary any Other Filing (individually, a “Securities Filing”) or the SEC’s review thereof, the SEC requests or requires that a tax opinion (or tax opinions) with respect to the ArrangementU.S. federal income tax consequences of the Merger be prepared and submitted in such connection (each, a “Tax Opinion”), (i) the Company and Parent shall each use commercially reasonable efforts to deliver to Ellenoff Gxxxxxxx & Schole LLP and Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, in connection with any Tax Opinion rendered by such counsels, customary Tax representation letters satisfactory to such counsels, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsels in connection with the preparation and filing of such Securities Filing, and (ii) the Company shall use commercially reasonable efforts to cause Ellenoff Gxxxxxxx & Schole LLP, and Parent shall use commercially reasonable efforts to cause Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, to furnish Tax Opinions, subject to customary assumptions and limitations.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as For U.S. federal income tax purposes, the Merger is intended to constitute a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; Code. The parties to this Agreement hereby (ci) that the transfer by POR Holdings of its Member Interests of POR adopt this Agreement insofar as it relates to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations, and (iii) agree to file all Tax 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, other than the representations set forth in Sections 4.24(e) and 5.25(e), no party is making any representation or warranty as to the qualification of the Merger as a reorganization under Section 368(a) of the Code and or as to the Treasury Regulations thereunder; (d) effect, if any, that any transaction consummated on, after or prior to the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and Effective Time has or may have on any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 such reorganization status. Each of the Code; parties acknowledges and agrees that each such party (dA) this Agreement has had the opportunity to be, obtain independent legal and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent tax advice with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement and (B) 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. (b) If, in connection with the preparation and filing of the Parent SEC Documents, the Additional Parent SEC Documents, the SEC Statement or ancillary any Other Filing (individually, a “Securities Filing”) or the SEC’s review thereof, the SEC requests or requires that a tax opinion (or tax opinions) with respect to the ArrangementU.S. federal income tax consequences of the Merger be prepared and submitted in such connection (each, a “Tax Opinion”), (i) the Company and Parent shall each use commercially reasonable efforts to deliver to Hxxxxx Xxxxxxx Xxxxxxx & Li LLC and a firm to be retained by the Company, in connection with any Tax Opinion rendered by such counsels, customary Tax representation letters satisfactory to such counsels, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsels in connection with the preparation and filing of such Securities Filing, and (ii) the Company shall use commercially reasonable efforts to cause its counsel, and Parent shall use commercially reasonable efforts to cause Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, to furnish Tax Opinions, subject to customary assumptions and limitations.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as For U.S. federal income tax purposes, the Merger is intended to constitute a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and (the Treasury Regulations thereunder; “U.S. Tax Treatment”). The parties to this Agreement hereby (ci) that the transfer by POR Holdings of its Member Interests of POR adopt this Agreement insofar as it relates to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations, and (iii) agree to file all Tax and other informational returns on a basis consistent with the U.S. Tax Treatment. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that, other than the representations set forth in Sections 4.24(b) and 5.18(e), no party is making any representation or warranty as to the qualification of the Merger as a reorganization under Section 368(a) of the Code and or as to the Treasury Regulations thereunder; (d) effect, if any, that any transaction consummated on, after or prior to the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and Effective Time has or may have on any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 such reorganization status. Each of the Code; parties acknowledges and agrees that each such party (dA) this Agreement has had the opportunity to be, obtain independent legal and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent tax advice with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement and (B) 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. (b) If, in connection with the preparation and filing of the Parent SEC Documents, the SEC Statement or ancillary any Other Filing (each individually, a “Securities Filing”) or the SEC’s review thereof, the SEC requests or requires that a tax opinion with respect to the ArrangementU.S. federal income tax consequences of the Merger be prepared and submitted in such connection (a “Tax Opinion”), (i) the Company and Parent shall each use its reasonable best efforts to deliver to Xxxxxxx Procter LLP (“Xxxxxxx”), in connection with any Tax Opinion to be rendered by such counsel, customary Tax representation letters satisfactory to such counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Securities Filing, and (ii) the Company shall use its reasonable best efforts to cause Xxxxxxx to furnish a Tax Opinion, subject to customary assumptions and limitations, to the effect that the U.S. Tax Treatment should apply to the Merger and describing the U.S. federal income tax consequences to the Company Securityholders in connection with the Merger. For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as a U.S. domestic corporation under Section 7874 Each of the Code; (b) parties to this Agreement intends that the Verano Merger will qualify as a reorganization within qualifies for the meaning of Section 368(a) Intended Tax Treatment. None of the Code and the Treasury Regulations thereunder; parties knows of any fact or circumstance (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion without conducting independent inquiry or diligence of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”other relevant party), if effectedor has knowingly taken or will knowingly take any action, which fact, circumstance or action would be treated as single integrated transaction qualifying as a reorganization within reasonably expected to cause the meaning of Section 368(a) of Merger to fail to qualify for the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) this Agreement to be, and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any The Merger shall be reported by the parties for all applicable Tax Return or otherwise take any Tax reporting position inconsistent purposes in accordance with the Intended U.S. Tax Treatment set forth in this Section 2.15Treatment, unless except to the extent otherwise required by an Authority as a result of a “determination” within the meaning of Section 1313 1313(a) of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended (or any similar provision of applicable state, local or non-U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions Law) or to the extent reasonably possible, to cause such transactions to so qualifyotherwise required by a change in applicable Law. Notwithstanding the foregoing, Each of the parties hereto do not make any representation, warranty or covenant to the any this Agreement agrees to use commercially reasonable efforts to promptly notify all other party hereto or to their equityholders parties (and, including without limitationfollowing the Closing, holders to notify the Stockholders’ Representative) of any optionsthreatened or pending audit, warrantsinvestigation, debt instruments proceeding or other similar rights challenge to the Intended Tax Treatment by any Authority of which such party is aware. (b) If, in connection with the preparation and filing of the Parent SEC Documents, the Additional Parent SEC Documents, the SEC Statement or instrumentsany Other Filing (each individually, a “Securities Filing”) regarding or the SEC’s review thereof, the SEC requests or requires that a tax opinion (or tax opinions) with respect to the U.S. federal income tax treatment consequences of the Verano MergerMerger be prepared and submitted in such connection (each, a “Tax Opinion”), (i) the Company Mergers, shall use its reasonable best efforts to deliver to Xxxxxxx Procter LLP (“Xxxxxxx”) (or another nationally recognized tax or accounting firm in the Arrangement or any other transactions contemplated by this Agreement or ancillary United States reasonably acceptable to the Arrangementparties), in connection with any Tax Opinion rendered by Xxxxxxx (or such other nationally recognized tax or accounting firm), customary Tax representation letters, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by Xxxxxxx (or such other nationally recognized tax or accounting firm) in connection with the preparation and filing of such Securities Filing, and (ii) the Company shall use its reasonable best efforts to cause Xxxxxxx (or such other nationally recognized tax or accounting firm) to furnish the Tax Opinions, subject to customary assumptions and limitations.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) For U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that PubCo follows US. federal income Tax Law), each of the parties intends that (a) the Domestication qualifies for the Domestication Intended Tax Treatment, (b) the Merger qualifies for the Merger Intended Tax Treatment, and (c) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Common Stock (i) are eligible for nonrecognition treatment under Section 354 of the Code in connection with the reorganization described in clause (b) (and will not be treated as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “other property” within the meaning of Section 368(a) 356 of the Code and the Treasury Regulations thereunder; (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(bCode) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, ii) shall be treated as single integrated transaction qualifying as a reorganization within received by the meaning of Section 368(a) of applicable Company Earnout Holders on the Code Closing Date for Tax purposes (and no interest shall be imputed on any such Earnout Shares released to such Company Earnout Holders pursuant to the Treasury Regulations thereunder; (d) that the Verano MergerEarnout Escrow Agreement), and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Options or Company SARs shall not be treated as received by the holders of Company Options for Tax purposes unless and until such Earnout Shares are released to the holders of Company Options pursuant to the Earnout Escrow Agreement. The parties to this Agreement hereby (i) adopt this Agreement insofar as it relates to bethe Domestication and the Merger as a Plan of Reorganization, (ii) agree to file and retain such information as shall be required under Treasury Regulations Section 1.368-3, and this Agreement is adopted as, (iii) agree to file all Tax Returns on a “plan of reorganization” under Section 368 of basis consistent with the Code Intended Tax Treatment and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not otherwise to take any position on any Tax Return or otherwise take any Tax reporting position action inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a Authority as a result of a “determination” within the meaning of Section 1313 1313(a) of the Code that (or any similar provision of applicable state, local or non-U.S. Tax Law). None of the parties knows of any fact or circumstance (without conducting independent inquiry or diligence of the other relevant party), or has knowingly taken or will knowingly take any action (or knowingly fail to take any action), if such treatment is not correct. Each party hereto agrees fact, circumstance or action (or failure to act in a manner that is consistent with act) would be reasonably expected to prevent or impede the Domestication Intended U.S. Tax Treatment or the Merger Intended Tax Treatment, and each of the parties shall use its reasonable best efforts to cause the Domestication to qualify for the Domestication Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment. In the event Each of the parties determine acknowledges and agrees that each has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement. (b) Parent and the Company shall promptly notify the other party in writing if, before the Closing Date, either such party knows or has reason to believe that the foregoing transactions Domestication may not qualify for the Domestication Intended U.S. Tax Treatment or that the Merger may not qualify for the Merger Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in order to facilitate such qualification, which amendments shall be made if the Company reasonably determines on the advice of its counsel that such amendments would be reasonably expected to result in the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment and would not be commercially impracticable). (c) In the event the SEC requests or requires a tax opinion regarding the (i) Domestication Intended Tax Treatment, Parent will use its commercially reasonable efforts to cause White & Case LLP to deliver such tax opinion to Parent, or (ii) the Merger Intended Tax Treatment, the parties hereto will cooperate in restructuring Company shall use its commercially reasonable efforts to cause Xxxx & Loeb LLP to deliver such transactions tax opinion to the extent Company. Each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably possible, satisfactory to cause such transactions to so qualifyadvisor. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant anything to the contrary in this Agreement, Xxxx & Loeb LLP shall not be required to provide any other opinion to any party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of Domestication Intended Tax Treatment and White & Case LLP shall not be required to provide any opinion to any party regarding the Verano MergerMerger Intended Tax Treatment. Notwithstanding anything to the contrary in this Agreement, advisors to neither Parent nor the Company Mergers, will be required to provide any tax opinion as a condition precedent to the Arrangement or any other transactions contemplated by this Agreement or ancillary to the ArrangementAgreement.