Common use of Intended Tax Treatment Clause in Contracts

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) 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 not in limitation of the foregoing, each of the Parties and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 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) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment (and the Parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger for the Intended Tax Treatment).

Intended Tax Treatment. The Parties intend It is the Parties’ intent that (i) the Merger and the Second Merger are treated as integrated steps in a single transaction together qualifying as a reorganization described in Section 368(a)(1)(A) of the 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, taken together, will be Merger are treated as effected for U.S. federal “fixed consideration” 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 subject to the Effective Time (other than any Excluded Shares or Dissenting Shares), “signing date rule” as defined in Treasury Regulations Section 1.368-1(e)(2)(i) and Revenue Procedure 2018-12 and (biv) the NWC Merger qualifies as a contribution by transfer to a controlled corporation within the CBA Member to Parent meaning 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 351 368(a)(2)(C) of the Code and Treasury Regulation Section 1.368-2(k) ((i), (ii), (iii) and (iv) collectively, the “Intended Tax Treatment”). Each of the Parties will (including each of the Parent Parties, the Company, the Founders and will cause its the stockholders of the Company, and in each case any Affiliates tothereof) (i) shall use its commercially reasonable efforts to cause the First Merger and the Second Merger Transactions to constitute a transaction qualifying qualify for the Intended Tax Treatment Treatment, and (ii) shall not take any action or knowingly fail to take (and shall cause their respective Affiliates and stockholders not to take or knowingly fail to take) any action that could which action (or failure to act) would reasonably be expected to prevent or impede the First Merger or the Second Merger foregoing from qualifying for the Intended Tax Treatment. In furtherance 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 limitation 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, each ) 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 Parties and Code on their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes including the First Merger Closing Date and the Second Merger), shall file all applicable U.S. state and (B) take no local income Tax position inconsistent Returns in a manner consistent with the Intended Tax Treatment (whether Treatment, in audits, Tax Returns or otherwise), each case unless otherwise required by a “determination” as defined in Section 1313 of applicable law. Each Party agrees to consult with the Code. In addition, each Party shall promptly notify all other Parties if it knows in good faith prior to filing any Tax Return that reflects a position contrary to Section 4.11(g) or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment (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 Tax Treatment, and the Parties shall reasonably consult and cooperate to promptly determine whether the terms of in good faith (including, if necessary, by amending this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger extent permitted by and the Second Merger for consistent with Treasury Regulations Section 1.368-1(e)) to ensure the Intended Tax Treatment).

Intended Tax Treatment. The Company shall make a timely election to apply Rev. Proc. 2011-29, 2011-18 IRB 746, on its income Tax Returns for the taxable period containing the Closing Date with respect any success based fees within the scope of such Revenue Procedure that are paid by the Company or any of its Subsidiaries or included in Closing Transaction Expenses. The Parties intend that the First Merger and Second Merger, taken together, will be treated agree as follows for U.S. federal and applicable state income tax purposes Tax purposes: (i) to treat the Merger as (a) a contribution taxable sale of the stock of the Company by the Pubco Shareholders Company Equityholders to Parent Parent; (ii) to treat any Transaction 63 Tax Deductions accrued or paid on or before the Closing Date as deductible in a Pre-Closing Tax Period to the fullest extent allowable by applicable Law and that no Party hereto will apply the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions; (iii) except as provided in clause (ii), to treat any gains, income, deductions, losses, or other items realized by the Company or any of all its Subsidiaries for income Tax purposes with respect to any transaction outside the ordinary course of business of the shares Company or any of Pubco Common Stock issued its Subsidiaries following the Closing on the Closing Date as occurring on the day immediately following the Closing Date and outstanding immediately prior apply the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(iv)(B) to such items; (iv) that no election will be made by any Party under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of other applicable Law) to ratably allocate items incurred by the Effective Time (other than Company or any Excluded Shares or Dissenting Shares), of its Subsidiaries for the year in which the Closing occurs; and (bv) 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 that no election under Section 351 336 or Section 338 of the Code (shall be made with respect to the “Intended Tax Treatment”)Merger. Each of the Parties will (and will cause its Affiliates to) (i) use its commercially reasonable efforts to cause the First Merger The Company Equityholders, Parent, 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 not in limitation of the foregoing, each of the Parties Surviving Company and their respective Affiliates shall, unless otherwise required by applicable Law, (A) shall file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes the First Merger treatment as set forth in this Section 7.2(d)(i) and the Second Merger), and (B) shall not take no Tax any position inconsistent with the Intended Tax Treatment (whether agreements in audits, Tax Returns this Section 7.2(d)(i) during an audit or otherwise), unless required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment (and the Parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger for the Intended Tax Treatment)proceeding with any Governmental Entity.

Intended Tax Treatment. The Parties intend that the First Merger and Second Mergerhereto agree that, taken together, will be treated for U.S. federal income (and applicable state income and local) tax purposes purposes, the purchase and sale of the Shares shall be treated as (a) a contribution by the Pubco Shareholders to Parent purchase and sale 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 assets held by the CBA Member to Parent 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) and an assumption 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 liabilities of the Code Company and its Disregarded Subsidiaries (the “Intended Tax Treatment”) and shall file all Tax Returns (including U.S. Information Returns) consistently therewith unless otherwise required by a “final determination” under Section 1313(a) of the Code (or any similar provision of applicable Law or Order). Each of In the Parties will (and will cause its Affiliates to) (i) use its commercially reasonable efforts to cause the First Merger and the Second Merger to constitute a transaction qualifying for the Intended event that any 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 Authority disputes the Intended Tax Treatment. In furtherance and not in limitation , Seller or Buyer, as the case may be, shall promptly notify the other Party of the foregoingnature of such dispute, each and shall cooperate in good faith to preserve the effectiveness of the Parties and their respective Affiliates shallIntended Tax Treatment, unless otherwise required by a “final determination” under Section 1313(a) of the Code (or any similar provision of applicable LawLaw or Order). It is the intention of the Parties that the assets owned by any Acquired Companies that are treated as corporations for U.S. tax purposes and by Disregarded Entities of such Acquired Companies shall not have a cost basis for U.S. tax purposes as a result of the transactions contemplated by this Agreement, and in furtherance of the foregoing, (A1) file all Tax Returns consistent with the Intended Tax Treatment neither Buyer nor any of its Affiliates (including attaching any required statements described Acquired Company) shall make an election under Sections 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 position on any Tax Return (including a U.S. Information Return) in Treasury Regulations Section 1.351a Post-3 Closing Tax Period that a transaction (or series of transactions) involving the formation of an Acquired Company, and 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 such Partyrespect to an Acquired Company that is Seller’s U.S. federal income Tax Returns for the taxable year that includes the First Merger and the Second Mergerresponsibility under Sections 6.9(a), (b) or (c) and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless was not required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment be filed (and was not filed) by the Parties shall cooperate to promptly determine whether the terms date of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger Agreement, is treated as a recognition transaction for the Intended Tax Treatment)U.S. tax purposes.

Intended Tax Treatment. The Parties intend that parties hereto hereby agree and acknowledge that, for U.S. federal income tax purposes, the First Merger Merger, the Exchange, the PIPE Investment and Second Mergerthe exchange of Company Exchanged Conversion Stock for PubCo Shares by GSW and CPPIB pursuant to Sections 2.02(c) and (d), respectively (the “Delayed Exchanges”), taken together, will are intended to 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 an integrated transaction that is described in Section 351 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”). 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 Intended Tax Treatment, unless otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Parties will Code. From and after the date of this Agreement, each party hereto (and will cause its Affiliates toother than the Major Shareholders (other than GSW)) (i) shall use its commercially reasonable best efforts to cause the First Merger Merger, the Exchange, the PIPE Investment and the Second Merger Delayed Exchanges to constitute a transaction qualifying for the Intended Tax Treatment qualify, and (ii) will not take any action, cause any action or to be taken, fail to take any action that 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 or impede the First Merger or Merger, the Second Merger Exchange, the PIPE Investment and the Delayed Exchanges from qualifying for the Intended Tax Treatment. In furtherance and not in limitation of Following the foregoingClosing, each of party hereto (other than the Parties and their respective Affiliates shallMajor Shareholders (other than GSW)) shall use its reasonable best efforts to cause the Merger, unless otherwise required by applicable Lawthe Exchange, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes the First Merger PIPE Investment and the Second MergerDelayed 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), and (B) take no Tax position inconsistent with which action or failure to act could reasonably be expected to prevent the Intended Tax Treatment (whether in auditsMerger, Tax Returns or otherwise)the Exchange, unless required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger PIPE Investment and the Second Merger may not qualify for the Intended Tax Treatment (and the Parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger Delayed Exchanges from qualifying for the Intended Tax Treatment). 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 dispose of any PubCo Shares received pursuant to Section 2.01 or Section 2.02.

Intended Tax Treatment. The Parties parties hereto intend that the First Merger and Second Merger, taken together, will be treated for U.S. federal (and applicable state other applicable) income Tax purposes, the transactions contemplated by this Agreement (including the Pre-Closing Restructuring) shall be treated as follows: (i) the Blocker Equity Purchase as a sale or exchange described in Section 1001 of the Code, (ii) the Merger and 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 shares of any Blocker in connection with the transactions contemplated hereby as a redemption described in Section 302(a) of the Code, (v) any distribution of interests in the Company by a partnership pursuant to the 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 Company and each of its Subsidiaries treated as a partnership for U.S. federal income tax purposes as shall not end on the Closing Date (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)collectively, 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 The parties hereto (x) shall not (and will shall cause its their respective Affiliates not to) (i) 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 would reasonably be expected to prevent or impede the First Merger or the Second Merger from qualifying for the Intended Tax Treatment. In furtherance and not in limitation of the foregoing, each of the Parties and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 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), from so qualifying and (By) shall not take no any position for Tax position purposes inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless required to do so by a “determination” as defined in Section 1313 applicable Law. Each of the Code. In addition, Company and each Party of its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes shall promptly notify all other Parties if it knows or has reason to believe that make a valid election under Section 754 of the First Merger and the Second Merger may not qualify Code for the Intended Tax Treatment (and taxable year in which the Parties shall cooperate to promptly determine whether Transaction occurs, except in any case where the terms of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger for the Intended Tax Treatment)Purchaser determines it is unnecessary.

Intended Tax Treatment. The Parties intend that the First Merger and Second Mergerthat, taken together, will be treated for U.S. federal federal, and applicable state and local, income tax purposes as (a) a contribution by purposes, the Pubco Shareholders to Parent of all of Merger, the shares of Pubco Common Stock issued and outstanding immediately prior to Pre-Closing Reorganization, the Effective Time (other than any Excluded Shares or Dissenting Shares)GF Class B Conversion, 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 Eligible Transfers qualify for shares of Parent Class A Common Stock in a transaction described in Section 351 of the Code (the “their respective Intended Tax Treatment”)Treatments. Each Except as otherwise permitted or contemplated by this Agreement, none of the Parties will (and will cause its Affiliates to) (i) 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 shall knowingly take any action or fail knowingly agree to take any action that could would reasonably be expected to prevent or impede the First Merger or Merger, the Second Merger Pre-Closing Reorganization, the GF Class B Conversion, and the Eligible Transfers from qualifying for the their respective Intended Tax TreatmentTreatments. In furtherance The Merger, the Pre-Closing Reorganization, the GF Class B Conversion and not the Eligible Transfers shall be reported by the Parties for all applicable Tax purposes in limitation of accordance with their respective Intended Tax Treatments, including by completing an IRS Form 8937 (which the foregoingParties shall reasonably cooperate with each other and their respective advisors to prepare, or cause to be prepared, between the date hereof through the Closing, and which shall be in form and substance reasonably satisfactory to each of the Parties Company and their respective Affiliates shall, unless otherwise required by applicable Law, (AGF) file all Tax Returns consistent and complying with the Intended Tax Treatment (including attaching any required statements described reporting requirements contained in Treasury Regulations Section 1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes the First Merger and the Second Merger1.367(a)-3(c)(6), and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), each case unless otherwise required by a “determination” as defined in within the meaning of Section 1313 1313(a) of the CodeCode (or any similar U.S. state, local or non-U.S. Applicable Legal Requirements) or a change in Applicable Legal Requirements. In addition, each Party shall Each of the Company and GF agrees to use reasonable best efforts to promptly notify all the other Parties if it knows or has reason of any challenge to believe that the First Merger and the Second Merger may not qualify for the any Intended Tax Treatment (and the by any Governmental Entity. The Parties shall reasonably cooperate with each other and their respective counsel to promptly determine whether document and support the terms Tax treatment of this Agreement could be reasonably amended in order to facilitate the relevant portions of the Transactions consistent with their respective Intended Tax Treatments, including providing factual support letters. For the avoidance of doubt, the qualification of the First Merger and relevant portions of the Second Merger Transactions for the their respective Intended Tax Treatment)Treatments shall not be a condition to Closing.

Intended Tax Treatment. (a) The Parties intend that the First Merger and Second Mergerthat, taken together, will be treated for U.S. federal and applicable state income tax purposes purposes, (i) the Merger will qualify as (aa “reorganization” within the meaning of Section 368(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 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”). Each of the Parties will (and will cause its Affiliates to) (i) 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 Company Security Conversion and the Second Merger from qualifying for Burkhan Conversion Event will each qualify as a “recapitalization” within the Intended Tax Treatment. In furtherance and not in limitation meaning of Section 368(a)(1)(E) of the foregoingCode, each 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 and their respective Affiliates shall, unless otherwise required by applicable Law, shall (A) file all Tax Returns consistent and report the transactions contemplated by this Agreement for all U.S. federal income tax purposes in accordance with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 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)Treatment, and (B) take no Tax 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 “determination” as defined in within the meaning of Section 1313 1313(a) of the Code. In addition, each Party shall promptly notify all other Parties (C) use reasonable best efforts to cause the Merger (and if it knows or has reason the Second Merger is consummated pursuant to believe that Section 2.7(b), the First Merger and the Second Merger may not Merger, taken together) to qualify for the Intended Tax Treatment 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 cooperate promptly notify the other Parties in writing if such Party becomes aware of any challenge to promptly determine whether the terms Intended Tax Treatment by a Governmental Authority or if such Party becomes aware of this Agreement could any non-public fact or circumstance that would reasonably be reasonably amended in order expected to facilitate prevent or impede the qualification of the First Merger and the Second 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 taken any action or fail to take any action (in each case, other than such actions contemplated by this Agreement or the 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 Effective 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.

Intended Tax Treatment. (i) The Parties Company, Parent, Purchaser and Sub intend that the First Merger and the Second Merger, taken together, will be treated considered together as a single integrated transaction 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)purposes, and (bwill qualify as a “reorganization” within the meaning of Section 368(a) 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 to which each of the Parties will (Company and will 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 Company, Parent, Purchaser and Sub shall, and shall cause its Affiliates respective affiliates to) (i) , use its commercially reasonable best efforts to cause the First Merger and the Second Merger to constitute a transaction qualifying for the Intended Tax Treatment so qualify, and (ii) not none shall take any action action, or fail to take any action action, that could reasonably be expected to prevent or impede the First Merger or Mergers from so qualifying. Except as provided in the Second Merger from qualifying for the Intended Tax Treatment. In furtherance and not in limitation penultimate sentence of the foregoingthis Section 6.06(b)(i), each of the Parties Company, Parent, Purchaser and their respective Affiliates Sub shall, unless otherwise required by applicable Lawand shall cause its respective affiliates to, (A) file all Tax Returns consistent with the Intended Tax Treatment such treatment (including attaching any required statements the statement described in Treasury Regulations Section 1.3511.368-3 3(a) on or with such Party’s the U.S. federal income Tax Returns of the Company and Purchaser for the taxable year that includes the First Merger and the Second MergerMergers), and (B) take no Tax position inconsistent with the Intended Tax Treatment such treatment (whether in audits, Tax Returns or otherwise), ) unless otherwise required by a “determination” as defined in (within the meaning of Section 1313 1313(a) of the Code). In additionNotwithstanding the foregoing covenants, each Party the parties hereby acknowledge and agree that Parent shall promptly notify all not be required to make any payments in Parent Common Stock under this Agreement other Parties if it knows or has reason to believe that 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 and the Second Merger may not qualify (for the Intended Tax Treatment (and the Parties shall cooperate avoidance of doubt, excluding any such Parent Common Stock forfeited pursuant to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate and the qualification Escrow Agreement) is less than forty percent (40%) of the First Merger 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 Second Merger for Parent Common Stock at the Parent Common Stock Value), none of the parties shall be required to file any Tax Returns or take any position in accordance with the Intended Tax Treatment). Each of the parties further agrees to notify the other party as promptly as practicable of any challenge to the Intended Tax Treatment by any Governmental Entity.

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 This Agreement is intended 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)constitute, and (bthe Parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) 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”1.368-3(a). Each of the Parties will (and will cause its Affiliates toa) (i) shall use its commercially reasonable best efforts to cause the First Merger and the Second Merger Transactions to constitute a transaction qualifying qualify for the Intended Tax Treatment and (iib) shall not (and shall not permit or cause any of their affiliates, subsidiaries or Representatives to) take any action or fail to take any action, or become obligated to take or fail to take any action, which action that or failure could reasonably be expected to materially prevent or impede the First Merger or the Second Merger Transactions from qualifying for the Intended Tax Treatment. In furtherance and not in limitation of Without limiting the foregoing, each of the Parties Party shall report and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements the statement described in Treasury Regulations Section 1.3511.368-3 3(a) on or with such Party’s U.S. federal income its Tax Returns Return for the taxable year that includes of the First Merger and the Second MergerClosing, as applicable), and (B) take no Tax position inconsistent with with, the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless required by to do so pursuant to a “determination” as defined in within the meaning of Section 1313 1313(a) of the Code. In additionEach 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, each Party shall promptly notify all other Parties if it knows NewCo, or has reason the Company of any opinion relating to believe that the First Merger Tax consequences of the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and the Second Merger may not qualify for the Intended Tax Treatment (and signed by an officer of the Parties shall cooperate or their respective affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly determine whether render such opinion. If the terms of this Agreement could SEC or any other Governmental Authority requests or requires that an opinion be reasonably amended provided on or prior to the Closing in order to facilitate the qualification respect of the First Merger Tax consequences of or related to the Transactions: (i) to the extent such opinion relates to FRSG or any equityholders thereof, FRSG will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations, and (ii) to the Second Merger for extent such opinion relates to the Intended Company or any equityholders thereof, the Company will use its reasonable best efforts to cause its Tax Treatment)advisors to provide any such opinion, subject to customary assumptions and limitations.

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 This Agreement is intended 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)constitute, and (bthe Parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) 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”1.368-3(a). Each of the Parties will (and will cause its Affiliates toa) (i) shall use its commercially reasonable best efforts to cause the First Merger and the Second Merger Transactions contemplated by this Agreement to constitute a transaction qualifying qualify for the Intended Tax Treatment and (iib) shall not (and shall not permit or cause any of their affiliates, Subsidiaries or Representatives to) take any action or fail to take any action, or become obligated to take or fail to take any action, which action that or failure could reasonably be expected to materially prevent or impede the First Merger or the Second Merger Transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. In furtherance and not in limitation of Without limiting the foregoing, each of the Parties Party shall report and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all relevant Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements the statement described in Treasury Regulations Section 1.3511.368-3 3(a) on or with such Party’s U.S. federal income its Tax Returns Return for the taxable year that includes of the First Merger and the Second MergerClosing, as applicable), and (B) take no Tax position inconsistent with with, the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless required by to do so pursuant to applicable Law (e.g., a “determination” as defined in within the meaning of Section 1313 1313(a) of the Code). In additionEach 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, each Party shall promptly notify all other Parties if it knows NewCo, or has reason the Company of any opinion relating to believe that the First Merger Tax consequences of the Transactions, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and the Second Merger may not qualify for the Intended Tax Treatment (and signed by an officer of the Parties shall cooperate or their respective affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly determine whether render such opinion. If the terms of this Agreement could SEC or any other Governmental Authority requests or requires that an opinion be reasonably amended provided on or prior to the Closing in order to facilitate the qualification respect of the First Merger Tax consequences of or related to the Transactions: (i) to the extent such opinion relates to Spartan or any equityholders thereof, Spartan will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations, and (ii) to the Second Merger for extent such opinion relates to the Intended Company or any equityholders thereof, the Company will use its reasonable best efforts to cause its Tax Treatment)advisors to provide any such opinion, subject to customary assumptions and limitations.

Intended Tax Treatment. The Parties intend that This Agreement and 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 Plan of Arrangement are intended 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)constitute, and (bthe 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) 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”1.368-3(a). Each of the Parties will (and will cause its Affiliates to) (i) shall use its commercially reasonable best efforts to to: (a) cause the First Merger and the Second Merger Transactions contemplated by this Agreement to constitute a transaction qualifying qualify for the Intended Tax Treatment Treatment; (b) except for actions required by this Agreement or any Ancillary Agreement, not (and (iishall not permit or cause any of their Affiliates, Subsidiaries or Representatives to) not take any action or fail to take any action, or become obligated to take or fail to take any action, which action that or failure could reasonably be expected to prevent or impede the First Merger or the Second Merger Transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. In furtherance ; (c) report and not in limitation of the foregoing, each of the Parties and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all relevant Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements the statement described in Treasury Regulations Section 1.3511.368-3 3(a) on or with such Party’s U.S. federal income its Tax Returns Return for the taxable taxation year that includes of the First Merger Closing, as applicable) and the Second Merger), and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless unless, solely in the case of the Intended U.S. Tax Treatment, required by to do so pursuant to a “determination” as defined in within the meaning of Section 1313 1313(a) of the 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 opinion or other advice 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 or their respective Affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to render such opinion or advice. In additionIf the SEC or any other Governmental Authority requests or requires that an opinion be provided on or prior to the Closing in respect of the Tax consequences of or related to the Transactions: (i) to the extent such opinion relates to SPAC or any equity holders thereof, each Party shall promptly notify all other Parties if it knows SPAC will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations, and (ii) to the extent such opinion relates to the Company or has reason any equity holders thereof, the Company will use its reasonable best efforts to believe 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 First Merger and the Second Merger may not Transactions qualify for the Intended Tax Treatment (and shall not be a condition to the Parties shall cooperate Closing or otherwise to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate the qualification consummation of the First Merger and the Second Merger for the Intended Tax Treatment).Transactions contemplated by this Agreement. 77

Intended Tax Treatment. The Parties intend that This Agreement and 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 Plan of Arrangement are intended 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)constitute, and (bthe 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) 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”1.368-3(a). Each of the Parties will (and will cause its Affiliates to) (i) shall use its commercially reasonable best efforts to to: (a) cause the First Merger and the Second Merger Transactions contemplated by this Agreement to constitute a transaction qualifying qualify for the Intended Tax Treatment Treatment; (b) except for actions required by this Agreement or any Ancillary Agreement, not (and (iishall not permit or cause any of their Affiliates, Subsidiaries or Representatives to) not take any action or fail to take any action, or become obligated to take or fail to take any action, which action that or failure could reasonably be expected to prevent or impede the First Merger or the Second Merger Transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. In furtherance ; (c) report and not in limitation of the foregoing, each of the Parties and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all relevant Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements the statement described in Treasury Regulations Section 1.3511.368-3 3(a) on or with such Party’s U.S. federal income its Tax Returns Return for the taxable year that includes of the First Merger Closing, as applicable) and the Second Merger), and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless unless, solely in the case of the Intended U.S. Tax Treatment, required by to do so pursuant to a “determination” as defined in within the meaning of Section 1313 1313(a) of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason or, solely in the case of the Intended Canadian Tax Treatment, required to believe that the First Merger do so pursuant to applicable Law; and (d) cooperate with one another, their respective Tax advisors and the Second Merger may not qualify for Tax advisors of the Intended Key Company Shareholders in connection with providing to SPAC, NewCo, the Company, or any of the Key Company Shareholders any opinion or other advice relating to the Tax Treatment 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 shall cooperate or their respective Affiliates, as applicable) containing such customary representations as are reasonably necessary or appropriate for such counsel to promptly determine whether render such opinion or advice. If the terms of this Agreement could SEC or any other Governmental Authority requests or requires that an opinion be reasonably amended provided on or prior to the Closing in order to facilitate the qualification respect of the First Merger Tax consequences of or related to the Transactions: (i) to the extent such opinion relates to SPAC or any equity holders thereof, SPAC will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations, and (ii) to the Second Merger for extent such opinion relates to the Intended Company or any equity holders thereof, the Company will use its reasonable best efforts to cause its Tax Treatment)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 Parties intend that the First Merger and Second Mergerhereto agree that, taken together, will be treated for U.S. federal income (and applicable state income and local) tax purposes purposes, the purchase and sale of the Shares shall be treated as (a) a contribution by the Pubco Shareholders to Parent purchase and sale 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 assets held by the CBA Member to Parent 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) and an assumption 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 liabilities of the Code Company and its Disregarded Subsidiaries (the “Intended Tax Treatment”) and shall file all Tax Returns (including U.S. Information Returns) consistently therewith unless otherwise required by a “final determination” under Section 1313(a) of the Code (or any similar provision of applicable Law or Order). Each of In the Parties will (and will cause its Affiliates to) (i) use its commercially reasonable efforts to cause the First Merger and the Second Merger to constitute a transaction qualifying for the Intended event that any 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 Authority disputes the Intended Tax Treatment. In furtherance and not in limitation , Seller or Buyer, as the case may be, shall promptly notify the other Party of the foregoingnature of such dispute, each and shall cooperate in good faith to preserve the effectiveness of the Parties and their respective Affiliates shallIntended Tax Treatment, unless otherwise required by a “final determination” under Section 1313(a) of the Code (or any similar provision of applicable LawLaw or Order). It is the intention of the Parties that the assets owned by any Acquired Companies that are treated as corporations for U.S. tax purposes and by Disregarded Entities of such Acquired Companies shall not have a cost basis for U.S. tax purposes as a result of the transactions contemplated by this Agreement, and in furtherance of the foregoing, (A1) file all Tax Returns consistent with the Intended Tax Treatment neither Buyer nor any of its Affiliates (including attaching any required statements described Acquired Company) shall make an election under Sections 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 position on any Tax Return (including a U.S. Information Return) in Treasury Regulations Section 1.351a Post-3 Closing Tax Period that a transaction (or series of transactions) involving the formation of an Acquired Company, and 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 such Partyrespect to an Acquired Company that is Seller’s U.S. federal income Tax Returns for the taxable year that includes the First Merger and the Second Mergerresponsibility under 114 Sections 6.9(a), (b) or (c) and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless was not required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment be filed (and was not filed) by the Parties shall cooperate to promptly determine whether the terms date of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger Agreement, is treated as a recognition transaction for the Intended Tax Treatment)U.S. tax purposes.

Intended Tax Treatment. The It is the intent of the Parties intend that the First Merger and Second Mergerthat, taken together, will be treated for U.S. federal (and applicable state and local) income Tax purposes, each Merger shall be treated, as to the Interest Holders, as a taxable sale by the Interest Holders of the membership or partnership interests, as applicable, in each Mosaic Merger Entity to the Operating Partnership (the sole member of Merger Sub, which is disregarded from the Operating Partnership for federal income tax purposes) in exchange for the Merger Consideration. In furtherance thereof, (A) each Interest Holder shall be (i) treated for Federal income Tax purposes as (a) a contribution by having sold its respective membership or partnership interest, as applicable, in each Mosaic Merger Entity to the Pubco Shareholders to Parent of all Operating Partnership in exchange for its share of the shares of Pubco Common Stock issued and outstanding immediately prior to Merger Consideration in accordance with Treasury Regulation Section 1.708-1(c)(4) (the Effective Time (other than any Excluded Shares or Dissenting Shares“Interest Sale Treatment”), and (bii) a contribution by the CBA Member deemed to Parent of all of the membership interest of CBA issued and outstanding immediately prior have consented to the Effective TimeInterest Sale Treatment unless, after receiving notification, pursuant to the Mosaic Consent Solicitation Materials, that the Interest Sale Treatment is intended to apply, such Interest Holder notifies the Mosaic Merger Entity in each case which it owns a membership or partnership interest, as applicable (in exchange for shares of Parent Class A Common Stock the manner set forth 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) 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 not in limitation of the foregoing, each of the Parties and their respective Affiliates shall, unless otherwise required by applicable Law, (A) file all Tax Returns consistent with the Intended Tax Treatment (including attaching any required statements described in Treasury Regulations Section 1.351-3 on or with such Party’s U.S. federal income Tax Returns for the taxable year that includes the First Merger and the Second MergerMosaic Consent Solicitation Materials), that it does not consent to the Interest Sale Treatment; and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether Operating Partnership shall be treated as having acquired the assets of each Mosaic Merger Entity in audits, Tax Returns or otherwise), unless required by a “determination” as defined in Section 1313 liquidation of the Codeinterests in the Mosaic Merger Entities acquired by the Operating Partnership from the Interest Holders. In addition, each Party shall promptly notify all other Parties if it knows or The partners of MREC IIS hereby consent to the Interest Sale Treatment. Each Mosaic Merger Entity and Subject Company that is taxed as a partnership for federal income tax purposes and has reason to believe that not made as of the First Merger and the Second Merger may not qualify for the Intended Tax Treatment (and the Parties shall cooperate to promptly determine whether the terms date of this Agreement could be reasonably amended in order to facilitate the qualification an election under Section 754 of the First Merger and Code shall make such an election with its 2022 Form 1065 if Parent requests such an election in writing at least fifteen (15) days prior to the Second Merger due date for the Intended Tax Treatment)filing such 2022 Form 1065.

Intended Tax Treatment. (i) The Parties parties hereto intend that that, for U.S. federal income Tax purposes, (a) the First Merger and Second Merger, taken together, will be treated for U.S. federal and applicable state income tax purposes as (aa “reorganization” within the meaning of Section 368(a) a contribution by the Pubco Shareholders to Parent of all of the shares Code to which each of Pubco Common Stock issued Buyer and outstanding immediately prior the Company are to be parties under Section 368(b) of the Effective Time (other than any Excluded Shares or Dissenting Shares), and Code; (b) a contribution by any Post-Closing Common Stock Consideration that is issued will be treated as an adjustment to the CBA Member to Parent 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 all Section 356 of the membership interest of CBA issued Code) (clauses “(a)” and outstanding immediately prior to the Effective Time“(b)” together, 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 This Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Parties will Code and within the meaning of Treasury Regulations Section 1.368-2(g). None of the parties hereto shall (and will each party hereto shall cause its Affiliates not to) (i) 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 reasonable action) which action that could (or failure to act), whether before or after consummation of the Merger, would reasonably be expected to prevent or impede the First Merger or and the Second Merger applicable issuance(s) of Post-Closing Common Stock Consideration from qualifying for the Intended Tax Treatment. In furtherance , and not each party hereto shall report, for U.S. federal income Tax purposes, in limitation of a manner that is consistent with the foregoing, each of the Parties and their respective Affiliates shallIntended Tax Treatment, unless otherwise required by applicable Law, a governmental authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (A) file all after the relevant party makes good faith efforts to defend the Intended Tax Returns Treatment). The parties shall cooperate with each other and their respective counsel to document and support the Tax treatment of the transactions contemplated hereby as being consistent with the Intended Tax Treatment Treatment, including by providing factual support letters. The parties hereto agree that the value of the Buyer Common Stock issued pursuant to Section 2.1(b)(i) shall be the closing price of the Buyer Common Stock as reported on the NYSE website (including attaching any required statements described in Treasury Regulations Section 1.351-3 hxxxx://xxx.xxxx.xxx/xxxxx/XASE:CTM) as of the day prior to the Closing Date (but if such date is a day on or with which no such Party’s U.S. federal income Tax Returns trading takes place, then the referenced closing price shall be the last recorded per share trading price for the taxable year that includes Buyer Common Stock prior to the First Merger and the Second Merger), and (B) take no Tax position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), unless required by a “determination” as defined in Section 1313 of the Code. In addition, each Party shall promptly notify all other Parties if it knows or has reason to believe that the First Merger and the Second Merger may not qualify for the Intended Tax Treatment (and the Parties shall cooperate to promptly determine whether the terms of this Agreement could be reasonably amended in order to facilitate the qualification of the First Merger and the Second Merger for the Intended Tax TreatmentClosing Date).