MATERIAL U.S. FEDERAL INCOME TAXATION CONSIDERATIONS
The following discussion is limited to certain material U.S. federal income tax considerations relating to the purchase, ownership and
disposition of our common shares by U.S. Holders (as defined below) who purchase such common shares under the offering. This discussion applies to U.S. Holders that hold common shares as capital assets. This summary is for general
information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and
disposition of common shares. Except as discussed below, this summary does not discuss tax reporting requirements. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with
respect to any U.S. Holder.
No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the IRS) has
been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position
that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or
more of the conclusions described in this summary.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended
(the Code), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect.
This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation.
This discussion does not address all of
the U.S. federal income tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as
certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes,
tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold common shares as part of a
straddle, hedge, conversion transaction, synthetic security or integrated investment, persons that have a functional currency other than the U.S. dollar, persons that own (or are
deemed to own) 10% or more (by voting power or value) of our common shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules, and partnerships and other pass-through
entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, federal net
investment income or alternative minimum tax considerations.
As used in this discussion, the term U.S. Holder means a beneficial owner
of the common shares that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes)
created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust
(x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has
elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
If an entity treated
as a partnership or other pass-through entity for U.S. federal income tax purposes holds the common shares, the U.S. federal income tax considerations relating to an investment in the common shares will depend in part upon the status and
activities of such entity and the particular partner or owner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners or its owners of the purchase, ownership
and disposition of the common shares.
Persons holding common shares should consult their own tax advisors as to the particular tax considerations
applicable to them relating to the purchase, ownership and disposition of common shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
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