Common use of 280G Approval Clause in Contracts

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could would be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: will (a) no later than ten (10) five days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) two days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) three days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parentsuch comments. No later than seven (7) three days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 6.15 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and shall inform Parent whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days then, prior to the Closing Date, Tempo will (i) solicit and use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); , and (bii) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to and executes the waiver described in clause (a) abovei), submit to a vote of the holders of the equity interests of the Company Tempo entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four five (45) days prior to soliciting such waivers and approval, the Company Tempo shall provide drafts of such waivers and approval materials and the related calculations necessary to Parent effectuate the equityholder approval process to FTAC for its reasonable review and commentreasonable commentary, and the Company Tempo shall consider reflect in good faith such waivers and approval materials any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the CodeFTAC. Prior to the Closing DateClosing, the Company Tempo shall deliver to Parent FTAC evidence that a vote of the stockholders holders of the Company equity interests of Tempo was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders holders of the Company equity interests of Tempo was obtained with respect to the Waived 280G Benefits or that the vote did not pass and Benefits. If any of the Waived 280G Benefits will fail to be approved, such Waived 280G Benefits shall not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, arrangement, agreement or plan is entered into by FTAC, or any of its Affiliates, and a “disqualified individual” in connection with the transactions contemplated by this Agreement before the Closing Date (the “FTAC Arrangements”), FTAC shall cooperate with Tempo in good faith in order to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement and that could constitute “parachute payments” pursuant to Section 280G of the Code; provided, that neither Tempo nor any of its Affiliates will be deemed to be in breach of the covenants set forth in this Section 8.07 if the process set forth herein is ultimately determined to be invalid, if such invalidation is due to any inaccuracy or incompleteness in any respect of any such amounts and/or information provided by FTAC with respect to the FTAC Arrangements.

280G Approval. To As soon as practicable following the extent that execution of this Agreement but in any “disqualified individual” case prior to the Closing Date: (within a) The Company shall obtain, prior to the meaning of Section 280G(c) initiation of the Code and the regulations thereunderrequisite unitholder approval procedure under Section 5.16(b) has below, a waiver of the right to receive any payments or and/or benefits that reasonably could be deemed to constitute “parachute payments” (within the meaning of under Section 280G(b)(2)(A) 280G of the Code and the regulations thereunder)promulgated thereunder (a “280G Waiver”) from each Person who, the Company will: (a) no later than ten (10) days prior with respect to the Closing DateCompany, use commercially reasonable efforts to solicit and obtain from each such reasonably could be a “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder); ) and (b) no later than three (3) days prior to the Closing Datewho, with respect to each individual who agrees the Company, reasonably might otherwise receive, have received, or have the right or entitlement to the waiver described in clause (a) abovereceive, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required any “parachute payment” under Section 280G(b)(5) 280G of the Code and the regulations promulgated thereunder, along . (b) The Company shall seek the approval of such number of unitholders of the Company that complies with adequate disclosure intended to satisfy such the requirements (including Q&A 7 of Section 1.280G-1 280G(b)(5) of the Code (such regulations)vote, the right “Requisite Section 280G Approval”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed 280G Waivers by the affected Persons under Section 5.16(a) above, might otherwise result, separately or in the aggregate, in the payment of any such “disqualified individual” to receive amount and/or the Waived provision of any benefit that would not be deductible by reason of Section 280G Benefits. Prior to, and in no event later than four (4) days prior of the Code or that would be subject to soliciting such waivers and approval, the Company shall provide drafts an excise tax by reason of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code, with such unitholder approval to be solicited in a manner which satisfies the applicable requirements of such Section 280G(b)(5)(B) of the Code and Treasury Regulations thereunder, including Q-7 of § 1.280G-1. Prior The taking of any such vote to obtain such Requisite Section 280G Approval, including all materials and information that are provided to the Closing Dateunitholders of the Company in connection with such vote, shall comply with applicable laws and the Organizational Documents of the Company and prior to the Closing, the Company shall deliver to Parent evidence that a vote of the stockholders unitholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.16(b) and whether that either (i) the requisite number Requisite Section 280G Approval was obtained or (ii) the Requisite Section 280G Approval was not obtained and, as a consequence, the parachute payments subject to the 280G waivers shall not be made or provided. (c) In connection with the foregoing, the Company shall provide copies of votes all documents required to be prepared by the Company in connection with Section 5.16 to the Purchaser Group, for review and comment, at least three (3) days in advance of distribution to the stockholders unitholders of the Company was obtained with respect to the Waived Requisite Section 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedApproval.

280G Approval. To Prior to the extent that any “disqualified individual” Closing, the Company shall submit to its Shareholders, for approval (within the meaning in a manner and with a disclosure document reasonably satisfactory to Parent) by a vote of such Shareholders as is required pursuant to Section 280G(c280G(b)(5)(B) of the Code and the regulations thereunder) has Treasury Regulations thereunder (the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunderRequisite 280G Vote”), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of any such payments or other benefits (payable to any Person who has provided the waiver described in the succeeding sentence that may, separately or in the aggregate, constitute “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder); , such that, if the Requisite 280G Vote is received approving such payments and (b) no later than three (3) days prior benefits, such payments and benefits shall not be deemed to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required be “parachute payments” under Section 280G(b)(5) 280G of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended . Prior to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations)Requisite 280G Vote, the right of any such Company shall obtain, from each person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations thereunder) and who might otherwise have, receive or have the right or entitlement to receive the Waived a parachute payment under Section 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior , a written waiver (in form and substance reasonably satisfactory to Parent) pursuant to which such person agrees to waive any and all right or entitlement to receive or retain any such payment, to the Closing Date, extent (i) the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited value thereof equals or exceeds three times such person’s base amount determined in accordance with the foregoing and whether the requisite number of votes Section 280G of the stockholders of Code and the Company was obtained with respect Treasury Regulations thereunder and (ii) such payments are not approved pursuant to the Waived Requisite 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedVote.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to Promptly following the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver execution of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior tothis Agreement, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall provide Parent with an updated report (x) setting forth its calculations performed in accordance with Section 280G of the Code with respect to each service provider of the Company who is a “disqualified individual” (as defined in Section 280G(c) of the Code), including all worksheets relating to the calculations, and (y) which identifies any potential payments which would be treated as “excess parachute payments” (as defined in Section 280G(b) of the Code) with respect to each such individual as of such date. (b) Promptly following the execution of this Agreement, with respect to each service provider of the Company who is a “disqualified individual” (as defined in Section 280G(c) of the Code), the Company will use its best efforts to seek to have any such individual waive any payments or economic benefit that such individual is entitled in connection with the transactions contemplated hereby that could constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code) with respect to such individual. The Company shall, no later than five (5) Business Days prior to the Closing Date, submit to the holders of Company Capital Stock for approval (in a manner satisfactory to Parent), by such number of holders of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to reasonable review and approval by Parent) that were waived pursuant to the first sentence of this Section 5.17(b), such that, if approved, such payments and benefits shall not be deemed to be subject to the penalties of Section 280G of the Code, and prior to the Closing, the Company shall deliver to Parent notification and evidence satisfactory to Parent that (i) a vote of the stockholders holders of the Company Capital Stock was solicited in accordance conformance with Section 280G and the foregoing regulations promulgated thereunder and whether the requisite number of votes of the stockholders of the Company stockholder approval was obtained with respect to any payments or benefits that were subject to the Waived stockholder vote (the “280G Benefits Stockholder Approval”), or (ii) that the vote did not pass and the Waived 280G Benefits will Stockholder Approval was not obtained and as a consequence, that such payments or benefits shall not be paid made or retainedprovided to the extent they would cause such amounts to constitute Section 280G Payments, pursuant to waivers of those payments or benefits, which were executed by the disqualified individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.17(b).

280G Approval. To Prior to the extent that any “disqualified individual” Effective Time, the Company shall submit to its Stockholders, for approval (within the meaning in a manner and with a disclosure document reasonably satisfactory to Parent) by a vote of such Stockholders as is required pursuant to Section 280G(c280G(b)(5)(B) of the Code and the regulations thereunder) has Treasury Regulations thereunder (the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunderRequisite 280G Vote”), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of any such payments or other benefits (that may, separately or in the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder); , such that, if the Requisite 280G Vote is received approving such payments and (b) no later than three (3) days prior benefits, such payments and benefits shall not be deemed to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required be “excess parachute payments” under Section 280G(b)(5) 280G of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended . Prior to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations)Requisite 280G Vote, the right of any such Company shall obtain, from each person whom the Company or Parent believes to be with respect to the Company a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations thereunder) and who might otherwise have, receive or have the right or entitlement to receive the Waived a parachute payment under Section 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior , a written waiver (in form and substance reasonably satisfactory to Parent) pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the Closing Date, extent the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited value thereof exceeds 2.99 times such person’s base amount determined in accordance with the foregoing and whether the requisite number of votes Section 280G of the stockholders of Code and the Company was obtained Treasury Regulations thereunder. Such waivers shall cease to have any force or effect with respect to any item covered thereby to the Waived extent the Requisite 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedVote for such item is obtained.

280G Approval. To (a) As promptly as practicable following the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder)date hereof, the Company will: (a) no later than ten (10) days prior to the Closing Date, shall use commercially its reasonable efforts to solicit and obtain from each such “of the officers and employees of the Company who is a disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” individual (within the meaning of Section 280G of the Code and Code) (including those persons listed in section (xv) of Schedule 4.17(b), except as otherwise determined by the regulations thereunder); and (b) no later than three (3) days prior Company, which determination shall be subject to the Closing Date, approval of Raven (which approval shall not be unreasonably withheld or delayed)) a binding agreement with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters(each a "Section 280G Agreement" and collectively the "280G Agreements") providing that, in if stockholder approval meeting the manner required under requirements of Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Treasury Regulations Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days is not obtained prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, each such officer or employee shall agree to forego and waive without payment that portion of his or her compensation which, if not cancelled, would result in the application of Section 280G of the Code. The determination of who constitutes a disqualified individual and the form of the 280G Agreement shall be subject to the approval of Raven (which approval shall not be unreasonably withheld or delayed). No amendment or supplement to such documents shall be made by the Company without the approval of Raven (which approval shall not be unreasonably withheld or delayed). (b) As promptly as practicable following the date hereof, the Company shall deliver use its best efforts to Parent evidence that a vote obtain prior to the Closing Date, stockholder approval meeting the requirements of Section 280G(b)(5) of the stockholders of the Company was solicited in accordance with the foregoing Code and whether the requisite number of votes of the stockholders of the Company was obtained Treasury Regulations Section 1.280G-1 with respect to the Waived matters addressed in the Section 280G Benefits Agreements. The stockholder consent form on which such stockholder approval shall be sought, and the form of disclosure statement that will accompany such consent form, shall be subject to the approval of Raven (which approval shall not be unreasonably withheld). No amendment or supplement to such documents shall be made by the Company without the approval of Raven (which approval shall not be unreasonably withheld). (c) It is agreed among the Parties that the vote did not pass Company's obligations, and the Waived 280G Benefits will not determination of any parachute calculations, under this Section 6.18 shall be paid made without regard to any bonus, change in control, employment, severance, or retainedstock option agreement, or any similar compensatory arrangement, entered into between any such disqualified individual and Raven or Sub or, after the Effective Time, the Surviving Company.

280G Approval. To The Acquired Companies shall (a) no later than five Business Days prior to the extent that any Closing Date, solicit from each “disqualified individual” with respect to any Acquired Company (within the meaning of section 280G(c) of the Code) who could otherwise receive any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (aCode) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any all remaining payments and/or benefits or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section section 280G of the Code and the regulations thereunder); Code) and (b) no later than three (3) days Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a shareholder vote (along with adequate disclosure satisfying the requirements of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5section 280G(b)(5)(B)(ii) of the Code and the any regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), ) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the The Company shall provide drafts of such waivers and approval materials to Parent Buyer for its reasonable review and commentcomment no later than two Business Days prior to soliciting such waivers and soliciting such approval, and the Company shall consider any comments provided by Buyer in good faith faith. If any changes reasonably requested by Parent. No later than seven (7) days prior of the Waived 280G Benefits fail to soliciting the waivers, the Company shall provide Parent be approved in accordance with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition requirements of Taxes under Section 4999 of the Codesection 280G(b)(5)(B) as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing DateClosing, the Company shall deliver to Parent Buyer evidence reasonably acceptable to Buyer that a vote of the stockholders shareholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.10 and whether that either (i) the requisite number of votes of the stockholders shareholders of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or that (ii) the vote did 280G Approval was not pass and obtained, and, as a consequence, the Waived 280G Benefits will shall not be paid made or retainedprovided.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to As promptly as practicable following the Closing Datedate hereof, Arbortext shall use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits binding agreement (the “Waived a "280G Benefits”Agreement") so that from any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within person who, if stockholder approval meeting the meaning requirements of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Treasury Regulations Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to not obtained before the Closing Date, is reasonably expected to receive an Excess Parachute Payment in connection with the Company transactions contemplated by this Agreement. The 280G Agreement shall deliver provide that such person agrees to Parent evidence forego and waive without payment that a vote portion of his or her compensation that, if not so waived and cancelled, would result in such person receiving an Excess Parachute Payment if such stockholder approval is not obtained. The determination of the stockholders person or persons who shall be asked to execute a 280G Agreement and the form of the Company was solicited in accordance with 280G Agreement shall be subject to PTC's approval, and no amendment or supplement to such documents shall be made by Arbortext without PTC's approval. (b) As promptly as practicable following the foregoing and whether date hereof, Arbortext shall use its reasonable best efforts to obtain, before the requisite number Closing Date, approval of votes its stockholders meeting the requirements of Section 280G(b)(5) of the stockholders Code and Treasury Regulations Section 1.280G-1 of any payments that, absent such stockholder approval, would result in the payment of an Excess Parachute Payment. The stockholder consent form on which such stockholder approval shall be sought, and the form of disclosure statement that will accompany such consent form, shall be subject to PTC's approval, and no amendment or supplement to such documents shall be made by Arbortext without PTC's approval. (c) Arbortext shall, no later than 14 days before the Closing Date, provide PTC with a copy of the Company was obtained calculations showing the amount of any Excess Parachute Payment that would be received in the absence of stockholder approval meeting the requirements of Section 280G(b)(5) and applicable Treasury regulations, together with respect all historical compensation information required to calculate the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedamount of any Excess Parachute Payment.

280G Approval. To the extent that any “disqualified individual” necessary to avoid the application of Code Section 280G, the Company shall (within the meaning of Section 280G(ci) of the Code and the regulations thereunder) use commercially reasonable efforts to obtain waivers from each Person who has the a right to receive any payments and/or benefits as a result of or benefits in connection with the transactions contemplated herein that could would be deemed to constitute “parachute payments” (within the meaning of Code Section 280G(b)(2)(A280G) of the Code and the regulations thereunder)(such waived amounts, the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Code Section 280G G), and (ii) following the execution of the waivers described in clause (i), solicit approval by the stockholders of the Company of the Waived 280G Benefits by a vote that satisfies the requirements of Code Section 280G(b)(5)(B) and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four five (45) days Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider reflect in good faith such waivers and approval materials any changes reasonably requested by Parent. No As soon as practicable following the date hereof, and no later than seven (7) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation required to determine whether and to what extent the vote described in this Section 7.5 5.14 is necessary in order to avoid the imposition of Taxes under Code Section 4999 of the Code4999. Prior At least one (1) Business Days prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To The Company agrees to submit any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the extent aggregate, in the payment of any amount and/or the provision of any benefit that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall would not be deemed to be “excess parachute payments” (within the meaning deductible by reason of Section 280G of the Code and to a stockholder vote in accordance with Section 280G(b)(5)(B) of the regulations thereunder); and (b) no later than three (3) days prior to Code upon receipt of a valid waiver of such payments or benefits by each of the Closing Dateaffected “disqualified individuals”, with respect such stockholder vote to each individual who agrees to the waiver described be obtained in clause (a) above, submit to a vote manner which satisfies all applicable requirements of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5280G(b)(5)(B) of the Code and the regulations promulgated thereunderthereunder (the “280G Approval”). The Company shall use commercially reasonable efforts to obtain the waivers described in the preceding sentence. The Company shall deliver to Purchaser, along prior to seeking the 280G Approval, drafts of any documents required to be provided or executed with adequate disclosure intended respect to satisfy such requirements the 280G Approval, including any waivers, consents, disclosures, and any related analysis (including Q&A 7 of Section 1.280G-1 of such regulationsthe “280G Approval Documents”), for Purchaser’s review, comment and approval (which shall not be unreasonably withheld, conditioned or delayed), in order to ensure Purchaser is reasonably satisfied that the right of any such “disqualified individual” to receive the Waived 280G BenefitsApproval will be solicited in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulations Section 1.280G-1. Prior to, and in no event later Not less than four five (45) days prior to soliciting such waivers and approvalthe Closing, the Company shall provide drafts of Purchaser with properly completed and executed 280G Approval Documents. To the extent that the 280G Approval is sought but not obtained with respect to any such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waiverspayments or benefits, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits not pay any such payments or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedbenefits.

280G Approval. To the extent that the execution of this Agreement and the consummation of the transactions contemplated hereby may entitle any “disqualified individual” of the Company Group to a “parachute payment” (within as such terms are defined in Section 280G of the meaning Code), then, prior to the Closing, the Company shall submit to its stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Apex) by a vote of such stockholders as is required pursuant to Section 280G(c280G(b)(5)(B) of the Code and the regulations thereunder) has Treasury Regulations thereunder (the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunderRequisite 280G Vote”), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of any such payments or other benefits (payable to any person who has provided the waiver described in the succeeding sentence that may, separately or in the aggregate, constitute “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder); , such that, if the Requisite 280G Vote is received approving such payments and (b) no later than three (3) days prior benefits, such payments and benefits shall not be deemed to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required be “parachute payments” under Section 280G(b)(5) 280G of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended . Prior to satisfy such requirements Requisite 280G Vote (including Q&A 7 of Section 1.280G-1 of such regulationsif any), the right of any such Company shall obtain, from each person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations thereunder) and who might otherwise have, receive or have the right or entitlement to receive the Waived a parachute payment under Section 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior , a written waiver (in form and substance reasonably satisfactory to Apex) pursuant to which such person agrees to waive any and all right or entitlement to receive or retain any such payment, to the Closing Date, extent (i) the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited value thereof equals or exceeds three times such person’s base amount determined in accordance with the foregoing and whether the requisite number of votes Section 280G of the stockholders of Code and the Company was obtained with respect Treasury Regulations thereunder and (ii) such payments are not approved pursuant to the Waived Requisite 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedVote.

280G Approval. To Prior to the extent that any “disqualified individual” Effective Time, the Company shall submit to its Stockholders, for approval (within the meaning in a manner and with a disclosure document satisfactory to Parent) by a vote of such Stockholders as is required pursuant to Section 280G(c280G(b)(5)(B) of the Code and (the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunderRequisite 280G Vote”), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of any such payments or other benefits (that Parent and the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be Company reasonably determine may separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder); , such that, if the Requisite 280G Vote is received approving such payments and (b) no later than three (3) days prior benefits, such payments and benefits shall not be deemed to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required be “excess parachute payments” under Section 280G(b)(5) 280G of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended . Prior to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations)Requisite 280G Vote, the right of any such Company shall obtain, from each person who the Company or Parent reasonably believes to be with respect to the Company a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations thereunder) and who might otherwise have, receive or have the right or entitlement to receive the Waived a parachute payment under Section 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior , a written waiver (in form and substance reasonably satisfactory to Parent) pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the Closing Date, extent the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited value thereof exceeds 2.99 times such person’s base amount determined in accordance with the foregoing and whether the requisite number of votes Section 280G of the stockholders of Code and the Company was obtained Treasury Regulations thereunder. Such waivers shall cease to have any force or effect with respect to any item covered thereby to the Waived extent the Requisite 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedVote for such item is obtained.

280G Approval. To the extent that any “disqualified individual” necessary to avoid the application of Code Section 280G, the Company shall (within i) no later than three (3) Business Days prior to the meaning of Section 280G(c) of the Code and the regulations thereunder) Closing use commercially reasonable efforts to obtain waivers from each Person who has the a right to receive any payments and/or benefits as a result of or benefits in connection with the transactions contemplated herein that could would be deemed to constitute “parachute payments” (within the meaning of Code Section 280G(b)(2)(A280G) of the Code and the regulations thereunder)(such waived amounts, the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any all remaining payments and/or and benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Code Section 280G G), and (ii) following the execution of the waivers described in clause (i), solicit approval by the stockholders of the Company of the Waived 280G Benefits by a vote that satisfies the requirements of Code Section 280G(b)(5)(B) and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four five (45) days Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider reflect in good faith such waivers and approval materials any changes reasonably requested by Parent. No As soon as practicable following the date hereof, and no later than seven (7) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation required to determine whether and to what extent the vote described in this Section 7.5 6.13 is necessary in order to avoid the imposition of Taxes under Code Section 4999 of the Code4999. Prior At least one (1) Business Days prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To If required to avoid the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with any of the transactions contemplated by this Agreement, at least three (3) Business Days prior to the Closing, in a manner that complies with Section 280G of the Code and the Treasury Regulations promulgated thereunder (“Section 280G”), the Company shall seek approval by its stockholders, to the extent that entitled to vote under Section 280G, of the right of any “disqualified individual” (within the meaning of Section 280G(c280G) of the Code and the regulations thereunder) has the right to receive or retain any and all payments or benefits that could be deemed to might otherwise constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior 280G. Prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each seeking such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts obtain waivers from each disqualified individual such that, unless such payments are approved by the Company’s stockholders, to the extent required by and in the manner that complies with Section 280G, neither the Company nor any of its Subsidiaries shall make such payments and the disqualified individual shall have no right or entitlement with respect thereto. The form and substance of (a) all stockholder approval documents contemplated by this Section 6.18, including any disclosure statement or written consent, (b) waivers contemplated by this Section 6.18, and (c) any mathematical analysis of the Section 280G payments, in each case shall be subject to the prior review and approval materials of Parent. The Company shall provide such documentation and information to Parent for its reasonable review and commentapproval (provided that such approval shall not be unreasonably withheld by Parent) prior to soliciting waivers from the disqualified individuals, and the Company shall consider in good faith any changes reasonably requested by Parentimplement all reasonable and timely comments from Parent thereon. No later than seven payment of any such waived payment shall be made unless (7i) days such requisite Section 280G approval has been obtained and (ii) prior to soliciting the waiverspayment, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver has delivered to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedsuch approval.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten (10) six days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.12 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten three (103) days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall will not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall will provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall will consider in good faith and incorporate any changes reasonably requested by Parentsuch comments. No later than seven (7) days prior to soliciting the waivers, the Company shall will provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.14 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall will deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) that is a disqualified individual by virtue of its relationship with either Company has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the then, such Company will: (a) no later than ten three (103) days prior to the Closing Date, use make commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three two (32) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit make commercially reasonable efforts to a vote of obtain approval from the holders of the equity interests of the such Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four five (45) days Business Days prior to soliciting such waivers and approval, the applicable Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review review, comment and comment, and the Company shall consider in good faith any changes reasonably requested by Parentapproval. No later than seven ten (710) days Business Days prior to soliciting the waivers, the such Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.16 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, to the extent that any disqualified individual agrees to the waiver described in clause (a), the applicable Company shall deliver to Parent evidence that a vote of the stockholders of the such Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten at least four (104) days Business Days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three at least one (31) days Business Day prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four At least five (45) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials and the calculations and related back-up documentation to Parent the SPAC for its reasonable review and comment, and the Company shall consider in good faith any incorporate changes reasonably requested by Parentthe SPAC. No later than seven (7) days To the extent applicable, prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent the SPAC evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten six (106) days Business Days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 6.21 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten five (105) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Purchaser for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentPurchaser. No later than seven four (74) days prior to soliciting the waivers, the Company shall provide Parent Purchaser with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 6.12 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent Purchaser evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Purchaser for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentPurchaser. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent Purchaser with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.6 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent Purchaser evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To The Company will promptly after the extent date of this Agreement (but in no event later than three Business Days prior to the Closing Date) submit to the Company Stockholders for approval by the requisite vote (in a manner satisfactory to Parent), by such number of the Company Stockholders as is required by the terms of Section 280G(b)(5) of the Code (the “280G Vote”), any payments or benefits to any Employee that any is a “disqualified individual” (as defined in Section 280G(c) of the Code) that (1) may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code in connection with the transactions contemplated by this Agreement and (2) exceed three times minus one dollar such Employee’s “base amount” (within the meaning of Treasury Regulations Section 280G(c1-280G-1 Q&A 34) of the Code (such payments described in (1) and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder2), the Company will: (a) no later than ten (10) days prior to the Closing Date“280G Payments”), use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or that all of such payments or and benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall will not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code Payments, and the regulations thereunder); and (b) no later than three (3) days prior to the Closing DateEffective Time the Company will deliver to Parent evidence satisfactory to Parent that, with respect as to each individual who agrees to the waiver described in clause (a) aboveany such Section 280G Payments, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, Stockholders was solicited in the manner required under conformance with Section 280G(b)(5) of the Code 280G and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy thereunder and either (a) that such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and requisite stockholder approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived any Section 280G Benefits Payment (the “280G Approval”); or (b) that the vote did not pass and the Waived 280G Benefits Approval was not obtained with respect to any Section 280G Payment and, as a consequence, that such payments or benefits will not be paid made or retainedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to a 280G waiver agreement (substantially in the form attached hereto as Exhibit F) (a “280G Waiver”), which was executed prior to the 280G Vote by each Employee who might who might receive any 280G Payments. The determination of the 280G Payments will be made by the Company and will be subject to prior review and approval by Parent, which will not be unreasonably withheld, conditioned or delayed. Parent shall provide the Company with all relevant terms of any employment contracts or other arrangements that will be entered into with the “disqualified individuals” that could result in payments and other terms that need to be approved (or disclosed) to ensure that the 280G Approval is valid.

280G Approval. To The Company shall promptly seek approval, to the extent required by and in a manner that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, of the right of any “disqualified individual” (within the meaning of as defined in Section 280G(c) of the Code) to receive or retain any payments that could, in the absence of such approval, constitute “excess parachute payments” (as defined in Section 280G(b)(1) of the Code); provided that, at least ten (10) Business Days prior to the Closing, Purchaser shall provide a detailed list and copy of any agreement, contract, arrangement or Benefit Plan that Purchaser or its Affiliates are providing or entering into prior to the Closing with any disqualified individual in connection with the transactions contemplated hereby that could be treated as a “parachute payment” (either alone or together with any other payments to a disqualified individual). Prior to seeking such approval, the Company shall seek waivers from the intended recipients of such payments in which case, unless approved to the extent required by and in the manner that complies with Section 280G(b)(5)(B) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations Treasury Regulations promulgated thereunder, along with adequate disclosure intended neither the Company nor any of its Affiliates shall be required to satisfy make such requirements (including Q&A 7 waived payments. Within a reasonable period of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days time prior to soliciting such waivers and seeking any waiver or approval, the Company shall provide deliver to Purchaser drafts of such waivers all waivers, consents, disclosures, and approval materials to Parent for its reasonable review and commentother documents prepared in connection with the actions described in this Section 5.07, and the Company shall consider in good faith any changes reasonably requested by Parentreasonable comments from Purchaser to such documents. No later than seven (7) days prior Notwithstanding the above, in no event shall this Section 5.07 be construed to soliciting the waivers, require the Company shall provide Parent or its Affiliates to compel any Person to waive any existing rights under any contract or agreement that such Person has with the calculations Company or any Subsidiary thereof or the Purchaser or any of its Affiliates and related documentation to determine whether and to what extent in no event shall the vote described Company be deemed in breach of this Section 7.5 5.07 if any such Person refuses to waive any such rights or if the stockholder approval is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedobtained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 8.6 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A280G(b)(2) (A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten six (106) days Business Days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 5.20 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentAcquiror. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 6.6 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. In connection with the foregoing, Acquiror shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates (“Purchaser Payments”), together with all other payments described in Section 280G(b)(2)(A)(i) of the Code, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least twenty (20) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Notwithstanding anything to the contrary in this Section 6.6 or otherwise in this Agreement, to the extent Acquiror has provided inaccurate information, or the Acquiror’s omission of information has resulted in inaccurate information, with respect to any Purchaser Payments, there shall be no breach of the covenant contained herein or the representation set forth in Section 4.14(f) and Section 4.14(g), above to the extent caused by such inaccurate or omitted information. Prior to the Closing Date, the Company shall deliver to Parent Acquiror evidence that a vote of the stockholders of the Company MIC Security Holders was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. This Section 6.6 shall become operative only if the Parties, acting in good faith consultation with each other, determine that it shall become operative.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentAcquiror. No later than seven (7) business days prior to soliciting the waivers, the Company shall provide Parent Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 ‎Section 7.8 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. In connection with the foregoing, Acquiror shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates (“Purchaser Payments”), together with all Section 280G payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least twenty (20) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Notwithstanding anything to the contrary in this ‎Section 7.8 or otherwise in this Agreement, to the extent Acquiror has provided inaccurate information, or the Acquiror’s omission of information has resulted in inaccurate information, with respect to any Purchaser Payments, and such inaccurate information is not corrected prior to the Closing, there shall be no breach of the covenant contained herein or the representation set forth in Section 5.13(f) above to the extent caused by such inaccurate or omitted information. Prior to the Closing Date, the Company shall deliver to Parent Acquiror evidence that a vote of the stockholders of the Company Interest Holders was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten three (103) days Business Days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three two (32) days Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven four (74) days Business Days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 6.22 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company Stockholders was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company Stockholders was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to would constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten at least four (104) days Business Days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three at least one (31) days Business Day prior to the Closing Date, with respect to each individual who agrees to signs the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four At least five (45) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials and the calculations and related back-up documentation to Parent DSAC for its reasonable review and comment, and the Company shall consider in good faith any incorporate changes reasonably requested by ParentDSAC. No later than seven (7) days To the extent applicable, prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent DSAC evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To The Company shall obtain prior to the extent that initiation of the 280G Approval (as defined below), a waiver (a “Parachute Payment Waiver”) from each person who is, with respect to the Company or any member of the Controlled Group, a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder); and (b) no later than three (3) days , as determined immediately prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders initiation of the equity interests 280G Approval, who elects to execute such a Parachute Payment Waiver and who might otherwise receive, have received, or have the right or entitlement to receive any parachute payment” (as defined in Section 280G of the Company entitled to vote on such matters, in the manner required Code) under Section 280G(b)(5280G of the Code, pursuant to which each such person who has executed such a Parachute Payment Waiver shall agree, unless the 280G Approval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, along to waive any and all right or entitlement to the payments, acceleration of vesting and/or other benefits referred to in this Section 6.13(f) to the extent the value thereof exceeds 2.99 times such person’s base amount determined in accordance with adequate disclosure intended Section 280G of the Code and the regulations promulgated thereunder, and shall deliver to satisfy Buyer on or before the Closing Date any such requirements (Parachute Payment Waivers that have been obtained. The Company shall use commercially reasonable efforts to obtain stockholder approval, in a manner which satisfies Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, including Q&A 7 Q-7 of Section 1.280G-1 of such regulationsTreasury Regulations, of any payments or benefits that could be considered parachute payments for purposes of Section 280G of the Code such that, if such approval is obtained, such payments and benefits shall not be subject to Section 280G of the Code (the “280G Approval”), and if such approval is not obtained, such payments and benefits shall not be made (or retained if applicable). As of the right of Closing Date, any such “disqualified individual” to receive (within the Waived meaning of Section 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, of the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, Code and the Company shall consider regulations promulgated thereunder) who would otherwise receive a “parachute payment,” as defined in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 280G of the Code. Prior , who has not waived the right to receive such payment shall have had his/her payment(s) reduced below the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived applicable 280G Benefits or threshold such that the vote did not pass and the Waived 280G Benefits person will not no longer be paid or retainedtreated as receiving a parachute payment thereunder.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentAcquiror. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 ‎Section 6.6 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. In connection with the foregoing, Acquiror shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates (“Purchaser Payments”), together with all other payments described in Section 280G(b)(2)(A)(i) of the Code, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least twenty (20) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Notwithstanding anything to the contrary in this ‎Section 6.6 or otherwise in this Agreement, to the extent Acquiror has provided inaccurate information, or the Acquiror’s omission of information has resulted in inaccurate information, with respect to any Purchaser Payments, there shall be no breach of the covenant contained herein or the representation set forth in ‎Section 4.14(f) and Section 4.14(g), above to the extent caused by such inaccurate or omitted information. Prior to the Closing Date, the Company shall deliver to Parent Acquiror evidence that a vote of the stockholders of the Company MIC Security Holders was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. This Section 6.6 shall become operative only if the Parties, acting in good faith consultation with each other, determine that it shall become operative.

280G Approval. To the extent that necessary to avoid any payments to any Person in connection with the transactions contemplated by this Agreement constituting “parachute payments” (within the meaning of Section 280G (as defined below)), within ten (10) Business Days after the date of this Agreement, the Seller shall (a) obtain from each Person who is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has with respect to the right Company who, but for the member consent described in (b) below could reasonably be expected to receive any payments or benefits that could be deemed to constitute “parachute payments” Section 280G Payments (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunderas defined below), a written waiver that shall provide that if the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of requisite member approval under Section 280G of the Code and the regulations thereunder); Treasury Regulations thereunder (collectively, “Section 280G”) is not obtained, no Section 280G Payments (as defined below) shall be payable to or retained by such disqualified individual, and (b) no later than three (3) days prior submit to the Closing Date, with respect to each individual who agrees members of the Seller (in a manner reasonably satisfactory to the waiver described in clause (aBuyer) above, submit to a vote for approval by such number of holders members of the equity interests Seller as is required by the terms of Section 280G(b)(5)(B) of the Code, a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G inapplicable to any and all payments and benefits provided pursuant to any Seller or Company entitled to vote on such mattersbenefit plans or other contracts that might result, separately or in the aggregate, in the manner required under Section 280G(b)(5) payment of any amount or the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 provision of any benefit that would not be deductible by reason of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior or that would be subject to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes an excise tax under Section 4999 of the CodeCode (together, the “Section 280G Payments”). Prior to The Seller agrees that (i) in the Closing Dateabsence of member approval, no Section 280G Payments shall be made by the Seller, the Company or any of their Affiliates, and (ii) the form and substance of all member approval documents contemplated by this Section 6.14, including the waivers, shall deliver be subject to Parent evidence that a vote the advance review, comment and approval of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will Buyer, which approval shall not be paid or retainedunreasonably withheld.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 5.6 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that any payments or benefits due (whether or not on a contingent basis) to any Person who could be considered a “disqualified individual” with respect to the Company (as determined in accordance with Section 280G of the Code) in connection with the transactions contemplated hereby, under any Employee Benefit Plan or otherwise, could be deemed, either individually or in the aggregate and whether or not subject to the occurrence of a subsequent event, to be “parachute payments” pursuant to Section 280G of the Code, then prior to the Closing Date, the Company shall use commercially reasonable best efforts to seek the requisite waivers from any and all such “disqualified individuals” necessary to obtain a vote to the effect that no portion of any such “disqualified individual’s” payments or benefits would constitute a “parachute payment” within the meaning of Section 280G(c280G(b)(2) of the Code Code, and, with respect to all such waivers obtained, the Company shall hold an equityholder vote that meets the requirements of Section 280G(b)(5) of the Code. At least five (5) days prior to the Closing Date, the Company shall provide Purchaser with a reasonable opportunity to review and comment upon draft calculations, waivers, vote documents and disclosure documents before such documents are distributed and shall consider and incorporate in good faith any comments of Purchaser with respect thereto. At least two (2) days prior to the regulations thereunderClosing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (a) no “disqualified individual” has the a right or potential right to receive any payments or and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” (within the meaning of pursuant to Section 280G(b)(2)(A) 280G of the Code and Code, (b) a vote of the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of equityholders was received in conformance with Section 280G of the Code and the regulations thereunder); and , or (bc) no later than three (3) days prior to the Closing Datesuch requisite equityholder approval was not been obtained, with respect to each individual who agrees to the waiver described in clause (a) aboveand, submit to as a vote of holders of the equity interests of the Company entitled to vote on such mattersconsequence, any payment or benefit that would result in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual’s” to receive the Waived 280G Benefits. Prior to, receipt of a “parachute payment” has not been and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or provided or permitted to be retained.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company (and after the Reorganization, Newco) will: (a) no later than ten three (103) days prior to the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three two (32) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company (or after the Reorganization, Newco) entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company (or after the Reorganization, Newco) shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company (or after the Reorganization, Newco) shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.16 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company (or after the Reorganization, Newco) shall deliver to Parent evidence that a vote of the stockholders of the Company Stockholders was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company Stockholders was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To Following the extent that execution of this Agreement and prior to the Effective Time, the Company shall use commercially reasonable efforts to (i) obtain waivers of any parachute payment under Section 280G of the Code by each individual whom the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G(c) 280G of the Code and the regulations promulgated thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G BenefitsParachute Payment Waivers”) so that and (ii) submit to the Stockholders for approval (in a manner reasonably satisfactory to Parent, with Parent having been given a reasonable opportunity to review and comment on any remaining related calculations and documentation) any payments and/or benefits shall not be deemed to be that the Company (in consultation with Parent) determines may separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder); , such that, if the Stockholders approve such payments and (b) no later than three (3) days prior benefits, such payments and benefits shall not be deemed to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required be “parachute payments” under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing DateEffective Time, the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) that a Stockholder vote of the stockholders of the Company was solicited in accordance conformance with the foregoing this Section 4.7 and whether the requisite number of votes of the stockholders of the Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Waived Stockholder vote (the “280G Benefits Approval”), or (ii) that the vote did not pass and the Waived 280G Benefits will Approval was not obtained and as a consequence, that such “parachute payments” shall not be paid made or retainedprovided, pursuant to the waivers of those payments and/or benefits that were executed by the affected individuals. Prior to the solicitation of Parachute Payment Waivers, Parent shall provide the Company with any compensatory arrangement that it or its Affiliates entered into or agreed with any disqualified individual.

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by ParentAcquiror. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 ‎Section 6.8 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. In connection with the foregoing, Acquiror shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates (“Purchaser Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least twenty (20) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Notwithstanding anything to the contrary in this ‎Section 6.8 or otherwise in this Agreement, to the extent Acquiror has provided inaccurate information, or the Acquiror’s omission of information has resulted in inaccurate information, with respect to any Purchaser Payments, there shall be no breach of the covenant contained herein or the representation set forth in ‎Section 4.13(f) above to the extent caused by such inaccurate or omitted information. Prior to the Closing Date, the Company shall deliver to Parent Acquiror evidence that a vote of the stockholders equityholder of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To the extent that the Company determines that it or any of its Subsidiaries is a party to any contract, agreement, plan or arrangement including this Agreement, which could give rise to the payment of any amount that would not be deductible or on which a penalty or excise tax could be imposed (whether on the Company or on the recipient of the payment) pursuant to section 280G of the Code, the Company shall be permitted to provide an Updated Disclosure Schedule with respect to such matters within 10 business days following the date hereof. Prior to Closing, the Company shall obtain waivers of any payments and/or benefits that may separately or in the aggregate constitute “disqualified individualparachute payments” (within the meaning of Section 280G(c280G(b)(2) of the Code and the applicable rulings and final regulations thereunderthereunder (“Section 280G Payments”) has that are necessary in order for the right Company to receive any payments or benefits hold a shareholder vote that could be deemed to constitute “parachute payments” (within complies with the meaning requirements of Section 280G(b)(2)(A280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder), and shall submit to its stockholders for approval, in accordance with such provisions, any such Section 280G Payments, such that the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all deduction of such payments or and benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall will not be deemed to be “excess parachute payments” (within limited by the meaning application of Section 280G of the Code and the applicable rulings and final regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing DateClosing, the Company shall deliver to Parent evidence certification that a vote of the stockholders of (i) the Company stockholder vote was solicited in accordance conformity with Section 280G(b)(5)(B) of the foregoing Code and whether the applicable rulings and final regulations thereunder and the requisite number of votes of the stockholders of the Company stockholder approval was obtained with respect to the Waived any Section 280G Benefits Payments that were subject to the Company stockholder vote, or (ii) that the vote did not pass and the Waived Company stockholder approval of Section 280G Benefits will Payments was not obtained and as a consequence, that such payments and/or benefits shall not be paid made or retainedprovided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers (as applicable) of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote. The Company shall forward to Parent prior to submission to the Company’s stockholders copies of all documents prepared by the Company in connection with this Section 5.08 and shall give Parent an opportunity to comment on any relevant documents prior to execution.

280G Approval. To the extent that any The Company shall engage a “disqualified individualBig Four” (within the meaning of accounting firm with expertise in preparing calculations relating to Section 280G(c) 280G of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), prepare an analysis for the Company will: (a) no later than ten (10) days Business Days prior to the Closing Date, use commercially reasonable efforts . As promptly as practicable after the date hereof (but in no event later than five (5) Business Days prior to solicit the Closing Date) and obtain from each such “disqualified individual” provided that Acquiror has provided the Company with a waiver description of such disqualified individual’s rights any payment or benefit that Acquiror or its Affiliates intends to some or all of such payments or benefits (the “Waived 280G Benefits”) so that offer to any remaining payments and/or benefits shall not be deemed to be “excess person who may receive a parachute payments” (payment within the meaning of Section 280G of the Code and the regulations thereunderTreasury Regulations thereunder (collectively, “Section 280G”); and (b) no later than three (3) days prior , the Company shall submit to the Closing DateStockholders, with respect to each individual who agrees to for approval by the waiver described in clause (aStockholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) above, submit to a vote of holders of the equity interests Code, a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G inapplicable to any and all payments and/or benefits provided pursuant to Company entitled to vote on such mattersEmployee Plans or other plans, programs, arrangements or contracts that might result, separately or in the aggregate, in the manner required payment of any amount and/or the provision of any benefit that causes the payments and/or benefits to not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 280G(b)(54999 of the Code (together, the “Section 280G Payments”). Such Stockholder approval and consent materials, including the calculations prepared by the Company or the Company’s advisors to determine the Section 280G Payments (collectively, the “280G Information Statement”), shall be subject to prior review by Acquiror, and such review shall not be unreasonably withheld or delayed. Any such Stockholder approval shall be sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 Q-7 of Section 1.280G-1 of such regulations)Treasury Regulations. The Company agrees that: (i) in the absence of such Stockholder approval, the right of any such “disqualified individual” to receive the Waived no Section 280G Benefits. Prior to, Payments shall be made; and (ii) promptly after the date hereof (but in no event later than four two (42) days Business Days prior to soliciting such waivers and approvalthe submission to its Stockholders of the 280G Information Statement), the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.Company

280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than ten (10) days prior to reasonably in advance of the Closing Date, solicit and use commercially its reasonable best efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to reasonably in advance of the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to Reasonably in advance of soliciting the waivers, the Company shall provide Parent upon request with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 7.13 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior To the extent applicable, prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.

280G Approval. To Prior to the extent that any Closing Date, the Company shall obtain a written waiver from each “disqualified individual” (within the meaning of Section 280G(c) of the Code and the applicable rulings and final regulations thereunder) has the of his or her right to receive any and all payments or other benefits that could reasonably be deemed to constitute “parachute payments” (within the meaning of as defined by Section 280G(b)(2)(A280G(b)(2) of the Code and the applicable rulings and final regulations thereunderthereunder (determined without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code), the Company will: (a) no later than ten (10) days . After obtaining such written waivers and prior to the Closing Date, use commercially reasonable efforts the Company shall solicit shareholder approval of any and all such payments or benefits in a manner that satisfies the requirements for the exemption under Section 280G(b)(5)(A)(ii) of the Code and the applicable rulings and final regulations thereunder, including the Company’s provision of adequate disclosure to solicit and obtain from each all applicable shareholders of all material facts concerning all payments that, in the absence of such shareholder approval, could be classified as “parachute payments” to a “disqualified individual” under Section 280G of the Code and the applicable rulings and final regulations thereunder. The Company shall provide such adequate disclosure to the applicable shareholders in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and the applicable rulings and final regulations thereunder. The form of waiver solicitation of approval, and disclosure materials must be reasonably satisfactory to Parent, and Parent shall be afforded a reasonable opportunity to review such disqualified individual’s rights to some or documents before the waivers and approval are sought, in all cases, such that the deduction of such payments or and benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall will not be deemed to be “excess parachute payments” (within limited by the meaning application of Section 280G of the Code and the applicable rulings and final regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.