November $19,2023$

Ms$.$ Lily White, MuCo CEO

$3443$ E$.$ Riverbank Road

Walla Walla, WA $99362$

Dear Ms$.$ White:

I am responding to your question as to how to arrange the acquisition of MuCo by Eta Corporation and have it qualify for tax favored treatment. We believe that the transaction as it is currently structured will not qualify as a tax$-$favorable "Type C$"$ reorganization. Our conclusions are based on the following facts. MuCo has gross assets valued at $$1,500,000$ and a net value of $$850,000.$The MuCo liabilities amount to $$650,000$ and MuCo is requesting the receipt of $$50,000$ cash.

For a "Type C$"$ reorganization, at least $80\%$ of the fair market value of MuCo's assets must be obtained by Eta with voting stock. Assumption of liabilities is considered other property if any cash is received by MuCo. Since MuCo is receiving $$50,000$ in cash, the $$650,000$ of liabilities plus the cash cause only S $600,000$ X of the assets to be acquired