Mr Cooper Group Inc (COOP)

[Large Green]

DOCUMENTED PROOF IN WMIH 8K FILING ON 2/13/2018 SHARES MUST BE ISSUED TO ESCROW SHAREMARKERS SIMULTANEOUS TO MERGER CLOSING

As stated with information we currently know, there will be 1.2 billion outstanding shares at closing, so UNLESS there is more forthcoming, this merger CANNOT close due to there would be an ownership change under IRS Code Section 382 on closing and this is in direct violation of merger documents required at closing

Section 382 of IRS code says 51% ownership must be maintained by >5% owners, otherwise there will be an ownership change so to avoid a minimum of 450 million shares MUST be issued to Escrow ShareMarkers simultaneous to merger closing

Page 70/71 merger document filed on 2/13/2018-Section 8-Tax Opinion

https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex21.htm


(d) Tax Opinion. The Company shall have received a copy of a written opinion of BDO (“Parent’s Tax Advisor”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (based on the most current information available prior to the Closing Date as provided by Parent to BDO and subject to customary assumptions and qualifications) (i) there should not have been an Ownership Change since March 19, 2012, and (ii) the Merger, taken together with the other transactions contemplated by this Agreement and occurring on the Closing Date, should not result in an Ownership Change (the “382 Tax Opinion”). In rendering the 382 Tax Opinion, Parent’s Tax Advisor shall be entitled to receive and rely upon tax representation letters, including from Parent.