Common use of 280G Matters Clause in Contracts

280G Matters. 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 payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or provided.

280G Matters. If required [*] Fortis shall use reasonable best efforts to: (a) seek a vote pursuant to avoid the imposition of Taxes under exemption contained in Section 4999 280G(b)(5)(A)(ii) of the Code and the applicable regulations promulgated thereunder (the “280G Stockholder Vote”) of any payments or benefits in respect of the loss of deduction Merger that may, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code with respect to any (such, payments or benefits in connection with the Transactionsbenefits, the Company will (a“280G Payments”) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause and (b) belowcause, obtain from each prior to any such 280G Stockholder Vote, any “disqualified individual” (as defined in Section 280G(c) 280G of the Code) who may receive any payments or benefits that could constitute Code and the regulations thereunder and hereafter referred to as a “parachute payment” (within the meaning of Section 280G(b)(2)(ADisqualified Individual”) of the Code) a waiver of to waive such disqualified individualDisqualified Individual’s rights to receive some or all of such payments or benefits any 280G Payments (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) pursuant to a parachute payment waiver to the extent necessary so that all remaining payments and/or benefits, if any, and benefits applicable to such Disqualified Individual shall not be “excess deemed a parachute payments” payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of Fortis in a manner that complies with Section 280G(b)(5)(B) of the Code. Fortis shall provide FibroGen and its counsel with a copy of the waiver agreement, shareholder voting materials and the disclosure statement prepared in connection with the actions contemplated by this Section 7.10, as well as the underlying calculations and supporting documentation, [*]. [*], Fortis shall deliver to FibroGen notification and documentation reasonably satisfactory to FibroGen that, for any Disqualified Individual who has submitted the Waived Benefits to a 280G Stockholder Vote (within the meaning of i) a 280G Stockholder Vote was solicited in conformance with Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations applicable regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers thereunder and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders stockholder approval was obtained with respect to any Waived 280G Benefits Payments (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained, obtained and, as a consequence, any that the Waived 280G Benefits shall not be made or providedprovided to the Disqualified Individuals.

280G Matters. If required Prior to avoid the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Closing Date, Cabot Parent shall submit for approval by its equity holders, in conformance with Section 280G of the Code with respect to and the regulations thereunder (the “280G Stockholder Vote”), any payments or benefits in connection with that would reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Transactions, the Company will Code (aeach a “Parachute Payment”) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from on behalf of each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder) and which are irrevocably waived by such individual under the immediately following sentence. Prior to the distribution of the 280G Stockholder Vote materials, Cabot Parent shall use commercially reasonable efforts to obtain an irrevocable waiver of the right to any Parachute Payment (in the absence of the 280G Stockholder Vote) from each of the applicable disqualified individuals whose Parachute Payments would be subject to the 280G Stockholder Vote. Cabot Parent shall have delivered to Columbus complete copies of all disclosure and other related documents that will be provided to the equity holders entitled to vote in connection with the 280G Stockholder Vote, in particulareach case, Treasury Regulation Section 1.280G-1solely with respect to Cabot Business Employees, Q/A- 7) Continuing Employees, or individuals who would have been a Cabot Business Employee if employed as of the rights of any such “disqualified individual” Closing, in a manner providing Columbus with sufficient time to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheldcomment thereon, conditioned or delayed)and shall consider in good faith all reasonable comments of Columbus thereon. If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits ▇▇▇▇▇▇▇▇ acknowledges that this Section 5.7(l) shall not be made construed to require Cabot Parent or providedits Subsidiaries to compel any Person to waive any existing legally binding rights under any contract or agreement that such Person has with Cabot Parent or any Subsidiary thereof and in no event shall Cabot Parent be deemed to be in breach of this Section 5.7(l) if, despite its commercially reasonable efforts to obtain a waiver from such Person, any such Person refuses to waive any such rights. Prior The parties hereto acknowledge that this Section 5.7(l) shall not apply to any agreement, contract, arrangement or plan entered into by and between Columbus or any of its Subsidiaries and a Cabot Business Employee or Continuing Employee (“Columbus Arrangements”), unless such Columbus Arrangements have been disclosed to Cabot Parent at least ten Business Days prior to the Closing Date. To the extent any Columbus Arrangement is not disclosed to Cabot Parent at least ten Business Days prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance compliance with the foregoing provisions of this Section 7.04 and that either (i5.7(l) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was shall be determined as if such Columbus Arrangement had not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or providedbeen entered into.

280G Matters. If required to avoid (a) To the imposition extent that (x) any “disqualified individual” (as such term is defined for purposes of Taxes under Section 4999 280G of the Code Code) of any Acquired Company (a “Disqualified Individual”) would be entitled to any payment or benefit as a result of the loss transactions contemplated hereby (either alone or upon the occurrence of deduction any additional or subsequent events) and (y) such payment or benefit would or could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code with respect or could reasonably be expected to result in the imposition of any payments or benefits excise Tax imposed under Section 4999 of the Code, the Acquired Companies shall, prior to the Closing: (i) use their best efforts to obtain a binding written waiver by such Disqualified Individual (each, an “Excess Parachute Waiver”) of any portion of such parachute payment as exceeds three times such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code less one dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote in connection accordance with the Transactions, requirements of Section 280G(b)(5)(B) of the Code and the Acquired Companies’ organizational documents (the “280G Stockholder Approval Requirements”); and (ii) use their best efforts to seek stockholder approval in a manner intended to satisfy the 280G Stockholder Approval Requirements in respect of the Excess Parachute Payments payable to all such Disqualified Individuals. (b) The Company will shall provide Parent with copies of any Excess Parachute Waivers and the disclosure statement required to be provided to the Company’s stockholders pursuant to the 280G Stockholder Approval Requirements (awith supporting calculations) no later than two (2) Business Days prior to soliciting approval from delivery to the Company StockholdersDisqualified Individuals or the stockholders, as set forth in clause applicable, and no later than five (b5) belowBusiness Days before the Closing Date, obtain from each “disqualified individual” (as defined in Section 280G(c) and shall implement any reasonable comments made by Parent regarding the content of the CodeExcess Parachute Waivers and disclosure statement. Notwithstanding anything to the contrary, Parent shall in no way be responsible for any of the content of such materials or the information contained therein. Notwithstanding the foregoing, the calculation of the Excess Parachute Payments and related Excess Parachute Waivers (and requested stockholder approval) who may receive shall not include any payment or benefit provided pursuant to any contract, agreement or arrangement that is entered into (or agreed to be entered into) by and between Parent or any of its Affiliates and a Disqualified Individual before the Closing Date in connection with the transactions contemplated hereby that together with any other payments or benefits that which may be paid or granted to such Disqualified Individual in connection with the transactions contemplated hereby could reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of under Section 280G of the CodeCode (the “Parent Arrangements”) and (b) solicit with respect to each individual who unless Parent provides a duly executed 280G Waiver, approval copy of such Parent Arrangement to the Company Stockholders within a reasonable period of time before the Closing Date (and in a manner satisfying reasonably sufficient time to enable to the requirements of Company to fulfill its obligations under this Section 280G(b)(5)(A)(ii5.08). (c) and At least three (3) Business Days prior to the Closing Date, the Company will deliver to Parent certification that either (x) the shareholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) requisite approval of the rights holders of any such “disqualified individual” shares of Company Common Stock entitled to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived the Section 280G Benefits Payments, or (y) the “shareholder approval of the Section 280G Approval”) or (ii) the 280G Approval Payments was not obtained, andobtained and that, as a consequence, any Waived 280G Benefits shall not no Excess Parachute Payment will be made or providedmade.

280G Matters. If required to avoid the imposition of Taxes under Section 4999 consummation of the Code transactions contemplated hereby would reasonably be expected to entitle any “disqualified individual” to a “parachute payment” (as each such term is defined in Section 280G of the Code), then, the Company shall seek and use commercially reasonable efforts to (A) obtain a waiver from each such disqualified individual of such individual’s right to receive or the loss of deduction retain any payment that would reasonably be expected to constitute a parachute payment under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions(collectively, the Company will (a“Waived Payments”) no later than two three (23) Business Days prior to the Closing and (B) submit the Waived Payments to a shareholder vote consistent with the requirements of Section 280G of the Code (the “280G Shareholder Vote”) at least one (1) Business Day prior to the Closing. No later than three (3) Business Days prior to soliciting approval from such waivers and soliciting such approval, the Company Stockholdersshall deliver to Buyer for review and comment, which comments the Company shall consider in good faith, copies of any documents or agreements necessary to effect this Section 8.11, including any stockholder consent, disclosure, statement or waiver. Prior to the Closing, the Company shall deliver to Buyer and its counsel evidence reasonably acceptable to Buyer that an effective 280G Shareholder Vote was solicited and that either (a) the requisite number of shareholder votes was obtained and the Waived Payments shall be made or retained, as set forth in clause applicable, or (b) belowthe requisite number of shareholder votes was not obtained and no Waived Payments shall be made or retained, obtain from each as applicable. Notwithstanding the foregoing, the parties acknowledge that this Section 8.11 shall not apply to any agreement, contract, arrangement or plan entered into by and between Buyer or any of its Affiliates and any “disqualified individualindividuals” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits Code (collectively, the “Waived 280G Benefits” andBuyer Arrangements”), each unless such waiverBuyer Arrangements have been disclosed to the Company at least ten (10) Business Days prior to the Closing Date in sufficient detail to allow the Company to determine whether any such Buyer Arrangement, a “280G Waiver”) so that together with all remaining other payments and/or and benefits, if any, shall not could reasonably be considered to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect . To the extent any Buyer Arrangement is not disclosed in reasonable detail to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheldtime, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance compliance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was 8.11 shall be determined as if such Buyer Arrangement did not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or providedexist.

280G Matters. If required As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to avoid the imposition of Taxes under Section 4999 Effective Time, the Company shall (a) obtain and deliver to Parent, prior to the initiation of the Code or stockholder approval procedure under clause (b), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the loss Company, a “disqualified individual” (within the meaning of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions, the Company will (aCode) no later than two (2) Business Days as of immediately prior to soliciting approval from the Company Stockholdersinitiation of such Requisite Stockholder Approval procedure (each, as set forth in clause (b) belowa “Disqualified Individual”), obtain from each “disqualified individual” (as defined in Section 280G(c) of and who might otherwise have, receive or have the Code) who may right or entitlement to receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver ), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or benefits applicable to such Disqualified Individuals (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect as soon as practicable following delivery of such waivers to each individual who provides Parent, prepare and distribute to its stockholders a duly executed disclosure statement providing adequate disclosure (within the meaning of Section 280G Waiver, approval of the Code) of all potential parachute payments and benefits that may be received by the Disqualified Individual(s) and submit to the stockholders of the Company Stockholders for approval (in a manner satisfying reasonably satisfactory to Parent) by such number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Parent and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such constitute “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individualsparachute payments,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheldthat, conditioned or delayed). If any of the Waived 280G Benefits fail to be if approved by the Company Stockholders as contemplated aboverequisite majority of stockholders of the Company, such Waived 280G Benefits payments and benefits shall not be made or provideddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the Closing DateClosing, if a 280G Vote is required, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent, (i) that a vote 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite approval of stockholders of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company stockholders vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the waivers described in clause (a) of the preceding sentence, such “parachute payments” shall not be made or provided. The form of the waiver, the disclosure statement, any other materials to be submitted to the Company’s stockholders in connection with the Section 280G Approval and the calculations related to the foregoing shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. If required to avoid As soon as practicable following the imposition date of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactionsthis Agreement, the Company will shall (a) no later than two (2) Business Days obtain and deliver to Acquirer, prior to soliciting the initiation of the stockholder approval from the Company Stockholders, as set forth in procedure under clause (b) below, obtain a waiver, in a form reviewed and approved by Acquirer, from each Person who is, with respect to the Company, a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code) as of immediately prior to the initiation of such Requisite Company Stockholder Approval procedure (each, a “Disqualified Individual”), and who may might otherwise have, receive any payments or benefits that could constitute have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver ), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each applicable to such waiver, a “280G Waiver”) Disqualified Individuals so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect as soon as practicable following delivery of such waivers to each individual who provides Acquirer, prepare and distribute to its stockholders a duly executed disclosure statement, in a form and based on calculations subject to Acquirer’s review and comment, providing adequate disclosure (within the meaning of Section 280G Waiver, approval of the Code) of all potential parachute payments and benefits that may be received by the Disqualified Individual(s) and submit to the stockholders of the Company Stockholders for approval (in a manner satisfying reasonably satisfactory to Acquirer) by such number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Acquirer and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such constitute “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individualsparachute payments,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheldthat, conditioned or delayed). If any of the Waived 280G Benefits fail to be if approved by the Company Stockholders as contemplated aboverequisite majority of stockholders of the Company, such Waived 280G Benefits payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). In connection with the foregoing, as soon as practicable following the date of this Agreement, Acquirer shall provide the Company with all information and documents necessary to allow the Company to determine whether any payments made or providedto be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by Acquirer or any of its respective Affiliates, could reasonably be considered to be “parachute payments” (within the meaning of Section 280G of the Code) (and shall further provide any such updated information as is necessary prior to the Closing Date). Prior to the Closing DateClosing, if a 280G Vote is required, the Company shall deliver to SPAC Acquirer evidence reasonably acceptable satisfactory to SPAC Acquirer, (i) that a vote of the Company Stockholders 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders approval was obtained with respect to any Waived payments and/or benefits that were subject to the 280G Benefits Vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the waivers described in clause (a) of the preceding sentence, such “parachute payments” shall not be made or provided.

280G Matters. If required (a) The Company shall obtain and deliver to avoid Parent, prior to the imposition initiation of Taxes the requisite stockholder approval procedure under Section 4999 of the Code or the loss of deduction under Section 280G of the Code 6.7(b), a Parachute Payment Waiver from each Person who is, with respect to any payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholdersand/or any ERISA Affiliate, as set forth in clause (b) below, obtain from each a “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) Code and the Department of Treasury regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.7(b), and who reasonably might otherwise have, receive or have the right to entitlement to receive a parachute payment under Section 280G of the Code in connection with the transactions contemplated by this Agreement. (b) solicit with respect As soon as practicable following the delivery of any such Parachute Payment Waivers by the Company to each individual who provides a duly executed 280G WaiverParent, approval the Company shall submit to the shareholders of the Company Stockholders (for approval in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” payments and/or benefits that are subject to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated abovea Parachute Payment Waiver, such Waived 280G Benefits that such payments and benefits shall not be made or provided. Prior deemed to be “parachute payments” under Section 280G of the Code, and prior to the Closing DateClosing, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent (i) that a Company shareholder vote of the Company Stockholders was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders shareholder approval was obtained with respect to any Waived 280G Benefits such payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits such “parachute payments” shall not be made or providedprovided to such Persons that have executed a Parachute Payment Waiver pursuant to Section 6.7(a), above. The Company shall use commercially reasonable efforts to obtain the Section 280G Approval in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder. (c) The form of the Parachute Payment Waiver and any materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed. The Company will promptly advise Parent in writing if, at any time prior to the Closing, the Company obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Section 280G Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company has provided Parent with a true and complete list of each Person who the Company reasonably believes, with respect to the Company, is a “disqualified individual”, and Parent shall in turn provide the Company with the material terms of any employment contracts or other compensatory arrangements expected to be offered by Parent or its Affiliate (as applicable) in connection with the transactions contemplated by this Agreement that could reasonably be expected to be “parachute payments” under Section 280G of the Code absent the Section 280G Approval referenced above.

280G Matters. If required to avoid Promptly following the imposition date of Taxes under Section 4999 this Agreement, and in any event within five (5) Business Days following the execution of the Code or the loss of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactionsthis Agreement, the Company will shall (a) no later than two (2) Business Days obtain and deliver to Parent, prior to soliciting approval from the initiation of the Company Stockholders, as set forth in Stockholder approval procedure under clause (b) below, obtain from each Person who is, with respect to the Company, a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code) as of immediately prior to the initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who may might otherwise have, receive any payments or benefits that could constitute have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or and/or benefits applicable to such Disqualified Individual (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (bc) solicit with respect submit to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders for approval (in a manner satisfying satisfactory to Parent) by such number of Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Parent and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particular, Treasury Regulation constitute “parachute payments” (within the meaning of Section 1.280G-1, Q/A- 7) 280G of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayedCode). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits that such payments and benefits shall not be made or provideddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to As soon as practicable following the Closing Datedate of this Agreement, if a 280G Vote is required, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent, (i) that a vote of the Company Stockholders 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders stockholder approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company Stockholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. If (a) Before the Closing Date, the Company will (to the extent the requisite Waiver Agreements described below are obtained) seek the approval by such number of stockholders of the Company as is required to avoid by the imposition terms of Taxes under Section 4999 280G(b)(5)(B) of the Code or so as to render the loss parachute payment provisions of deduction under Section 280G of the Code with respect inapplicable to any and all vesting, payments and/or benefits provided pursuant to any Company Benefit Plan or benefits in connection with the Transactionsany other agreement, the Company will (a) no later than two (2) Business Days prior to soliciting approval contract or arrangement that might otherwise result from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) consummation of the Code) who may receive transactions contemplated by this Agreement, separately or in the aggregate, in the payment of any payments or benefits amount and/or the provision of any benefit that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall would not be “excess parachute payments” (within the meaning deductible by reason of Section 280G of the Code) and (b) solicit , with respect such shareholder vote to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (be obtained in a manner satisfying the that satisfies all applicable requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits thereunder (the “280G ApprovalShareholder Vote”). (b) or (ii) The Company shall take commercially reasonable efforts to obtain and deliver to Buyer, prior to the initiation of the 280G Approval was not obtainedShareholder Vote, anda parachute payment waiver agreement (a “Waiver Agreement”) from each Person the Company reasonably believes to be a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the Treasury Regulations promulgated thereunder), as a consequence, any Waived determined immediately prior to the 280G Benefits Shareholder Vote, and who might otherwise have, receive or have the right or entitlement to receive any payments or benefits from the consummation of the transactions contemplated by this Agreement that would be subject to treatment as excess parachute payments within the meaning of Section 280G. Pursuant to a Waiver Agreement, each such Person shall agree to waive any and all right or entitlement to receive vesting, payments or benefits to the extent the value thereof would result in the imposition of an excise tax on such Person pursuant to Section 4999 of the Code, assuming such Person is subject to U.S. tax jurisdiction, unless the requisite shareholder approval of such payments or benefits is obtained pursuant to the 280G Shareholder Vote. (c) All materials produced by the Company in connection with the 280G Shareholder Vote shall be provided to Buyer at least ten (10) Business Days in advance for Buyer’s review and comment, which the Company shall consider in good faith and not be made or providedunreasonably omit to reflect in the final versions of such documents.

280G Matters. If required to avoid Unless the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section Company determines in good faith that no 280G of the Code with respect to any payments or benefits in connection with the TransactionsShareholder Vote (as defined below) is necessary, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company StockholdersClosing Date, the Sellers or the Company, as set forth in clause (b) belowapplicable, shall use their reasonable best efforts as soon as practicable after the date hereof to obtain from each “disqualified individual” (as defined in Section 280G(c) written waivers of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) from each person who has or reasonably may have a waiver of such disqualified individual’s rights right to some or all of such any payments or benefits (the that would be deemed to constitute “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) (such payments and (bbenefits, the “Waived Benefit”) solicit with respect as a result of the transactions contemplated hereby so that all remaining payment or benefit applicable to each individual who provides such person shall not be deemed to be a duly executed parachute payment that would not be deductible under Section 280G Waiver, approval of the Company Stockholders (Code, and to accept in substitution for the Waived Benefit the right to receive such remaining payment or benefit only if approved in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and that complies with Section 280G(b)(5)(B) of the Code Code, with each such waiver identifying the specific Waived Benefit and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any providing that if such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and equityholder approval (which approval will is not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated aboveobtained, such Waived 280G Benefits payments shall not be made and such person shall have no right or entitlement with respect thereto; provided. Prior , however, that in no event shall this Section 6.10 be construed to require the Sellers or the Company to compel any person to waive any existing rights under any contract that such Person has with the Company or its Affiliates and in no event shall the Sellers or the Company Group be deemed to be in breach of this Section 6.10 if any such Person refuses to waive such rights, and (b) as soon as practicable thereafter but in any event prior to the Closing Date, the Company Sellers or the Company, as applicable, shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote solicit the approval of the Company Stockholders was solicited appropriate equityholders in accordance a manner that complies with the foregoing provisions of this Section 7.04 Sections 280G(b)(5)(A)(ii) and that either (i280G(b)(5)(B) the requisite number of votes of the Company Stockholders was obtained with respect Code of all payments or benefits (including payments and benefits waived pursuant to any Waived 280G Benefits the preceding clause) that would, as a result of, or in connection with, the transactions contemplated hereby, be deemed to constitute “parachute payments” (the “280G ApprovalShareholder Vote”) or (ii) the ). The determination of which payments may be deemed to constitute parachute payments, form of waiver, solicitation of approval, and disclosure materials, as required by Section 280G Approval was not obtainedof the Code, and, as a consequence, any Waived 280G Benefits shall not be made or providedprovided to Buyer for Buyer’s advance review at least seven (7) days prior to the Closing Date.

280G Matters. If required As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to avoid the imposition of Taxes under Section 4999 Effective Time, the Company shall (a) obtain and deliver to Parent, prior to the initiation of the Code or stockholder approval procedure under clause (b), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the loss Company, a “disqualified individual” (within the meaning of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions, the Company will (aCode) no later than two (2) Business Days as of immediately prior to soliciting approval from the Company Stockholdersinitiation of such Requisite Stockholder Approval procedure (each, as set forth in clause (b) belowa “Disqualified Individual”), obtain from each “disqualified individual” (as defined in Section 280G(c) of and who might otherwise have, receive or have the Code) who may right or entitlement to receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver ), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or benefits applicable to such Disqualified Individuals (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect as soon as practicable following delivery of such waivers to each individual who provides Parent, prepare and distribute to its stockholders a duly executed disclosure statement providing adequate disclosure (within the meaning of Section 280G Waiver, approval of the Code) of all potential parachute payments and benefits that may be received by the Disqualified Individual(s) and submit to the stockholders of the Company Stockholders for approval (in a manner satisfying satisfactory to Parent) by such |US-DOCS\123754940.16|| number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Parent and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particularconstitute “parachute payments,” such that, Treasury Regulation if approved by the requisite majority of stockholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 1.280G-1280G of the Code (the foregoing actions, Q/A- 7a “280G Vote”). In connection with the foregoing, the Parent shall provide the Company with all information and documents 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 the Parent or any of its Affiliates, together with all other payments and/or benefits, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the rights of Code at least ten (10) Business Days prior to the Closing Date (and shall further provide any such “disqualified individual” to receive the Waived 280G Benefits. As promptly updated information as practicable is necessary prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayedClosing Date). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing DateClosing, if a 280G Vote is required, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent, (i) that a vote of the Company Stockholders 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders stockholders approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company stockholders vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the waivers described in clause (a) of the preceding sentence, such “parachute payments” shall not be made or provided. The form of the waiver, the disclosure statement, any other materials to be submitted to the Company’s stockholders in connection with the Section 280G Approval and the calculations related to the foregoing shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. If required To the extent applicable, prior 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 payments or benefits in connection with the TransactionsClosing Date, the Company will shall (a) no later than two (2) Business Days prior use commercially reasonable efforts to soliciting approval secure from the Company Stockholders, as set forth in clause (b) below, obtain from each any Person who is a “disqualified individual” (as defined in Section 280G(c280G of the Code), and who has a right to any payments and/ or benefits or potential right to any payments and/ or benefits in connection with the Merger that would reasonably be expected to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of such Person’s right to any such “parachute payments” to the extent required to avoid the imposition of Tax by virtue of the operation of Section 280G of the Code (the “Waived 280G Benefits”) and to accept in substitution therefor the right to receive such payments only if approved by the stockholders of the Company in a manner that complies with Section 280G of the Code and the regulations promulgated thereunder, and (b) submit to the stockholders of the Company, for approval or disapproval by such stockholders holding the number of shares of Company Stock required by the terms of Section 280G(b)(5)(B) of the Code and the regulations thereunder, the Waived 280G Benefits in a manner intended to provide that no such payments and benefits shall be deemed “parachute payments” under Section 280G of the Code and the regulations thereunder. The Company agrees that in the absence of such stockholder approval, no Waived 280G Benefits will be paid, received, or retained. Moreover, this Section 7.23 shall not apply to any contracts or arrangements (including any contracts or arrangements that provide for any equity or equity-based incentive awards) between Acquiror or any of its Affiliates and a disqualified individual unless such contracts or arrangements are provided to the Company at least ten (10) Business Days prior to the Closing Date. Acquiror shall cooperate with the Company in good faith to calculate or determine the value (for the purposes of Section 280G of the Code) who may receive of any payments or benefits granted or contemplated in any such contracts or arrangements that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of under Section 280G of the Code. Acquiror shall have the right to review and approve in advance (such approval not to be unreasonably conditioned, withheld or delayed) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval any distribution of the form of parachute payment waiver to a disqualified individual, any communication and disclosure to or consent from the applicable Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Stockholder relating to any parachute payments and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior calculations related to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or providedforegoing.

280G Matters. If required (a) The Company shall obtain and deliver to avoid Parent, prior to the imposition initiation of Taxes the requisite stockholder approval procedure under Section 4999 of the Code or the loss of deduction under Section 280G of the Code 6.5(b), a Parachute Payment Waiver from each Person who is, with respect to any payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholdersand/or any ERISA Affiliate, as set forth in clause (b) below, obtain from each a “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) Code and the Department of Treasury regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.5(b), and who reasonably might otherwise have, receive or have the right to entitlement to receive a parachute payment under Section 280G of the Code in connection with the transactions contemplated by this Agreement. (b) solicit with respect As soon as practicable following the delivery of the Parachute Payment Waivers by the Company to each individual who provides a duly executed 280G WaiverParent, approval the Company shall submit to the shareholders of the Company Stockholders (for approval in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” payments and/or benefits that are subject to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated abovea Parachute Payment Waiver, such Waived 280G Benefits that such payments and benefits shall not be made or provided. Prior deemed to be “parachute payments” under Section 280G of the Code, and prior to the Closing DateClosing, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent (i) that a Company shareholder vote of the Company Stockholders was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders shareholder approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. (c) The form of the Parachute Payment Waiver and any materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld. The Company will promptly advise Parent in writing if, at any time prior to the Closing, the Company obtains knowledge of any facts that might make it reasonably necessary or appropriate to amend or supplement the Section 280G Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law.

280G Matters. 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 payments or benefits in connection with the Transactions, the Company will (a) no later than two To the extent that (21) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each any Service Provider who is a “disqualified individual” (as such term is defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning for purposes of Section 280G of the Code) (“Disqualified Individual”) would be entitled to any payment or benefit (including any Parent Payments) as a result of the transactions contemplated by this Agreement or any other Transaction Document (either alone or upon the occurrence of any additional or subsequent events) and (b2) solicit with respect to each individual who provides such payment or benefit could potentially constitute a duly executed “parachute payment” under Section 280G Waiver, approval of the Company Stockholders Code or could reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code, Seller shall, prior to the Closing: (i) use its best efforts to obtain a binding written waiver by such disqualified individual (each, an “Excess Parachute Waiver”) of any portion of such parachute payment as exceeds 2.99 times such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code (collectively, the “Excess Parachute Payments ”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to an equityholder vote in a manner satisfying accordance with the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation § 1.280G-1 thereunder (the “280G Approval Requirements ”); (ii) provide all required disclosure to all Persons entitled to vote under Section 1.280G-1, Q/A- 7280G(b)(5)(B)(ii) of the rights Code and hold a vote of equityholders in the manner intended to satisfy the 280G Approval Requirements; and (iii) seek equityholder approval in a manner that satisfies the 280G Approval Requirements in respect of the Excess Parachute Payments payable to all such disqualified individuals. (b) The Excess Parachute Waivers, disclosure to equityholders and any other resolutions, notices or other documents issued, distributed, adopted or executed in connection with the implementation of this Section 7.07 shall be subject to Parent’s prior review and comment, and Seller shall revise any such “disqualified individual” documentation to receive take into account any reasonable comments made by Parent. (c) To the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will extent any Excess Parachute Payments are not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits Excess Parachute Payments shall not be made or providedprovided pursuant to the terms of the executed Excess Parachute Waivers. Prior to the Closing Date, the Company Seller shall deliver to SPAC Parent written evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions satisfaction of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtainedRequirements or written notice of the nonsatisfaction thereof. (d) In connection with the foregoing, and, as a consequence, Parent shall use its commercially reasonable efforts to provide Seller with all information reasonably necessary to allow Seller to determine whether any Waived 280G Benefits shall not payments made or to be made or providedbenefits granted or to be granted to any Disqualified Individual pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Parent or its Affiliates (“Parent Payments ”), together with all relevant payments and benefits, would reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least two days prior to the solicitation of stockholder approval of the Excess Parachute Payments (including the Parent Payments) as set forth above.

280G Matters. If required to avoid Promptly following the imposition date of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to this Agreement, and in any payments or benefits in connection with the Transactions, the Company will (a) event no later than two (2) Business Days prior to soliciting approval from the Closing Date, the Company Stockholdersshall (a) use commercially reasonable efforts to obtain and deliver to Parent, as set forth in prior to the initiation of the Company Stockholder approval procedure under clause (b) below, obtain from each Person who is, with respect to the Company, a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code) as of immediately prior to the initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who may might otherwise have, receive any payments or benefits that could constitute have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or and/or benefits applicable to such Disqualified Individual (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect submit to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders for approval (in a manner satisfying reasonably satisfactory to Parent) by such Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Parent and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particular, Treasury Regulation constitute “parachute payments” (within the meaning of Section 1.280G-1, Q/A- 7) 280G of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayedCode). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits that such payments and benefits shall not be made or provideddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the Closing DateEffective Time, if a 280G Vote is required, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent, that a vote of the Company Stockholders 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders stockholder approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the Parachute Payment Waivers that were obtained from the Disqualified Individuals, such “parachute payments” shall not be made or providedprovided to such Disqualified Individuals. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company Stockholders in connection with the Section 280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. 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 payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that solicit a vote by the Company Stockholders, intended to comply with Section 280G(b)(5)(B) of the Code, with respect to the right of any “disqualified individual” (as defined under Section 280G of the Code) to receive or retain any payments that would, in the absence of such stockholder approval, constitute excess parachute payments. Prior to soliciting such vote, the Company Stockholders was solicited shall seek from each Person determined by the Company in good faith to be a disqualified individual a waiver that provides that no payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual shall, in the absence of stockholder approval obtained pursuant to the stockholder vote described in the immediately preceding sentence, be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by the payor by reason of the application of Section 280G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Parent, or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), the Parent shall provide a confidential copy of such contract, agreement or plan to the Company’s legal Representative at least ten (10) days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the 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 that could constitute a “parachute payment” under Section 280G of the Code. Any payments and benefits to be provided to any disqualifying individuals by Parent or its Affiliates that are timely provided to the Company in accordance with the foregoing provisions previous sentence shall be taken into account for purposes of calculating Parachute Payments and for purposes of the Company’s compliance with this Agreement. All materials produced by the Company in connection with the implementation of this Section 7.04 and that either 5.08 shall be provided to Parent at least four (i4) the requisite number days in advance of votes of distribution to the Company Stockholders was obtained with respect to Stockholders, for Parent’s review and comment, and the Company shall consider any Waived 280G Benefits (the “280G Approval”) of Parent’s requested reasonable changes or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or providedcomments in good faith.

280G Matters. 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 payments or benefits in connection with the Transactions, the Company will At least ten (a) no later than two (210) Business Days prior to soliciting approval from the Company StockholdersClosing Date, as set forth in clause the Seller shall, or shall cause an Affiliate of the Seller to (ba) below, use commercially reasonable efforts to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive a waiver by such “disqualified individual” of any and all payments (or benefits that could constitute a “parachute payment” other benefits) contingent on the consummation of the Transactions (within the meaning of Section 280G(b)(2)(A280G(b)(2)(A)(i) of the Code) a waiver of such disqualified individual’s rights to some or all of the extent necessary so that such payments or and benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall would not be “excess parachute payments” (within the meaning of under Section 280G of the Code) and , (b) solicit with respect submit to each individual who provides the equityholders of Seller for a duly executed 280G Waiver, approval of the Company Stockholders (vote all such waived payments in a manner satisfying such that, if such vote is adopted by such equityholders of Seller in a manner that satisfies the shareholder approval requirements of Section 280G(b)(5)(A)(ii) and under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, in particular, Treasury Regulation no payment received by such “disqualified individual” would be a “parachute payment” under Section 1.280G-1, Q/A- 7280G(b) of the rights Code (determined without regard to Section 280G(b)(4) of the Code) and (c) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the results of such vote. Such vote shall establish the “disqualified individual’s” right to receive or retain the payment or other compensation. In addition, the Seller shall, or shall cause an Affiliate of the Seller to, provide adequate disclosure to the equityholders of Seller of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” to receive the Waived under Section 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or providedCode and regulations promulgated thereunder. Prior At least ten (10) Business Days prior to the Closing Date, the Company Seller shall deliver provide or cause to SPAC evidence reasonably acceptable be provided to SPAC that a vote the Purchaser written drafts of the Company Stockholders was solicited shareholder disclosure statement, waivers, and shareholder approval forms that will be provided to disqualified individuals and shareholders in accordance with advance of delivering such documents to the foregoing provisions of this Section 7.04 disqualified individuals and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, andshareholders, as applicable, and allow the Purchaser and its Representatives a consequence, any Waived 280G Benefits shall not be made or providedreasonable opportunity to provide comments on such documents.

280G Matters. If required (a) The Company shall obtain and deliver to avoid Parent, prior to the imposition initiation of Taxes the requisite stockholder approval procedure under Section 4999 of the Code or the loss of deduction under Section 280G of the Code 6.7(b), a Parachute Payment Waiver from each Person who is, with respect to any payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholdersand/or any ERISA Affiliate, as set forth in clause (b) below, obtain from each a “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) Code and the Department of Treasury regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.7(b), and who reasonably might otherwise have, receive or have the right to entitlement to receive a parachute payment under Section 280G of the Code in connection with the transactions contemplated by this Agreement. (b) solicit with respect As soon as practicable following the delivery of any such Parachute Payment Waivers by the Company to each individual who provides a duly executed 280G WaiverParent, approval the Company shall submit to the shareholders of the Company Stockholders (for approval in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” payments and/or benefits that are subject to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated abovea Parachute Payment Waiver, such Waived 280G Benefits that such payments and benefits shall not be made or provided. Prior deemed to be “parachute payments” under Section 280G of the Code, and prior to the Closing DateClosing, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent (i) that a Company shareholder vote of the Company Stockholders was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders shareholder approval was obtained with respect to any Waived 280G Benefits such payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits such “parachute payments” shall not be made or providedprovided to such Persons that have executed a Parachute Payment Waiver pursuant to Section 6.7(a), above. The Company shall use commercially reasonable efforts to obtain the Section 280G Approval in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder. (c) The form of the Parachute Payment Waiver and any materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed. The Company will promptly advise Parent in writing if, at any time prior to the Closing, the Company obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Section 280G Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law.

280G Matters. If required (a) Prior 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 payments or benefits in connection with the TransactionsEffective Time, the Company will shall submit to a stockholder vote (athe “280G Vote”) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each right of any “disqualified individual” (as defined in Section 280G(c) of the Code) who may to receive any and all payments (or benefits that could constitute a “parachute payment” other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A280G(b)(2)(A)(i) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) extent necessary so that all remaining payments and/or benefitsthat, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, approval of such vote is adopted by the Company Stockholders (stockholders in a manner satisfying that satisfies the stockholder approval requirements of Section 280G(b)(5)(A)(ii) and under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, in particular, Treasury Regulation no payment received by such “disqualified individual” would be a “parachute payment” under Section 1.280G-1, Q/A- 7280G(b) of the rights Code (determined without regard to Section 280G(b)(4) of the Code). Such 280G Vote shall establish the “disqualified individual’s” right to the payment or other compensation. In addition, the Company shall provide adequate disclosure (the “280G Disclosure Statement”) to Company stockholders entitled to vote under Section 280G(b)(5)(B) of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” to receive the Waived under Section 280G Benefits. As promptly as practicable of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. (b) In order to satisfy the requirements of Section 6.10(a), above, the 280G Vote procedure must be in a form reasonably satisfactory to Parent, it being understood and agreed by the parties hereto that within a reasonable period (but in no event fewer than five Business Days) prior to soliciting the mailing of the 280G Waivers from the “disqualified individuals,” Vote materials, the Company shall provide drafts Parent with a copy of such waivers and disclosure materials (1) the calculations made pursuant to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any section 280G of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained Code with respect to all parachute payments (including any Waived 280G Benefits excess parachute payments) to be made to any Person in connection with the transactions contemplated by this Agreement (and all such information as Parent may reasonably request for determining the amount of any such parachute payments) using the principles and methodologies set forth in Treas. Reg.§1.280G-1 and other applicable guidance (the “280G ApprovalCalculations”), (2) or the proposed 280G shareholder approval form (iithe “280G Consent”), (3) the proposed 280G Disclosure Statement, and (4) a waiver agreement to be executed by each of the applicable disqualified individuals (the “280G Waivers”, and together with the 280G Approval was not obtainedCalculations, and, as a consequence, any Waived the 280G Benefits Consent, and the 280G Disclosure Statement, the “280G Materials”), for Parent’s review and comment and shall not be made or providedreasonably consider Parent’s reasonable comments with respect to the 280G Materials.

280G Matters. If The Company shall request that each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed 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 payments or benefits be made in connection with the Transactionstransactions contemplated by this Agreement that would constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) execute a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the Stockholders of the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in a manner that complies with Section 280G(c280G(b)(5)(B) of the Code) who may receive . In connection with the foregoing, Parent 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 that granted or to be granted pursuant to any employment agreement or other agreement, arrangement or Contract entered into or negotiated by Parent or its Affiliates with a Disqualified Individual (“Parent Payments”), together with all Section 280G Payments, could constitute a reasonably be considered to be “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A280G(b)(2) of the Code) Code at least 15 Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of in accordance with this Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, 6.14 for approval of the Company Company’s Stockholders (and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s Stockholders in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunderCode; provided, that in particular, Treasury Regulation no event shall this Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” 6.14 be construed to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” require the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated aboveCompany, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote any Subsidiary of the Company Stockholders was solicited or any other Person, and in accordance with no event shall the foregoing provisions Company (or any of its Affiliates) be deemed in breach of this Section 7.04 and that either (i) 6.14 if any such Disqualified Individual refuses to waive any such rights or if the requisite number Stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.14 or otherwise in this Agreement, to the extent Parent has provided inaccurate information, or the Parent’s omission of votes of the Company Stockholders was obtained information has resulted in inaccurate information, with respect to any Waived 280G Benefits (Parent Payments, there shall be no breach of the “280G Approval”) covenant contained herein to the extent caused by such inaccurate or (ii) omitted information. The Company shall provide Parent and its counsel with a copy of the 280G Approval was not obtainedwaiver agreement and the disclosure statement contemplated by this Section 6.14 within a reasonable time prior to delivery to each Disqualified Individual and the Stockholders of the Company of such waiver agreement and disclosure statement, andrespectively, as a consequence, and the Company shall consider in good faith any Waived 280G Benefits shall not be made changes reasonably requested by Parent or providedits counsel.

280G Matters. If required No less than five (5) Business Days prior to avoid the imposition of Taxes under Section 4999 Closing, the Sellers and the Company shall, and shall cause the Company Subsidiaries to, (a) deliver to Buyer prior to the initiation of the Code or requisite stockholder approval procedure under clause (b) hereof from each Person who is, with respect to the loss Company, a “disqualified individual” (within the meaning of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions, the Company will (aCode) no later than two (2) Business Days as of immediately prior to soliciting the initiation of such requisite stockholder approval from the Company Stockholdersprocedure (each, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “Disqualified Individual”), and who reasonably might receive, has received or have the right or entitlement to receive an “excess parachute payment” (within the meaning of Section 280G(b)(2)(A280G of the Code), a Parachute Payment Waiver, in a form provided in advance for Buyer’s review and approval (such review and approval not to be unreasonably withheld, conditioned or delayed), and (b) with respect to each Disqualified Individual from which the Company has obtained an executed Parachute Payment Waiver, submit to its stockholders for approval by such number of stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code) a waiver , any of such disqualified individualthe Disqualified Individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefitsbenefits that the Company reasonably determines may, if anyin the absence of the executed Parachute Payment Waiver, shall not be separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed that would not be deductible by reason of Section 280G Waiver, approval of the Code. The Sellers and the Company Stockholders (shall solicit and complete the stockholder vote in a manner satisfying the that satisfies all applicable requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunderthereunder (the “280G Approval”). The Company agrees that in the absence of obtaining the 280G Approval, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) none of the rights of any such “disqualified individual” Waived Parachute Payments shall be paid or provided to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers Disqualified Individuals from the “disqualified individuals,” which the Company shall provide drafts has obtained a Parachute Payment Waiver pursuant to the terms of such waivers Parachute Payment Waivers. The form and disclosure materials substance of all stockholder approval documents contemplated by this Section 7.11 shall be subject to SPAC for its the prior review and approval of Buyer (which such review and approval will not to be unreasonably withheld, conditioned or delayed). If Following the date of this Agreement, the Sellers and the Company shall provide to Buyer a summary of the Section 280G calculations with respect to all Disqualified Individuals in customary form that shows (x) the reasonably estimated value, computed in accordance with Section 280G of the Code and the regulations thereunder, of all payments or benefits that may be paid or provided to each such Disqualified Individual in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code as a result of any of the Waived 280G Benefits fail to be approved transactions contemplated by this Agreement (alone or in combination with any other event), and (y) the Company Stockholders “base amount” (as contemplated abovedefined in Section 280G(b)(3) of the Code) for each such Disqualified Individual. Upon Buyer’s reasonable request, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Sellers and the Company shall deliver update such calculations from time to SPAC evidence reasonably acceptable time to SPAC that a vote reflect any additional payments and/or benefits to be provided to any such Disqualified Individual pursuant to an agreement communicated and/or entered into after the date hereof and prior to the Closing. For the avoidance of doubt, the Sellers and the Company shall retain an accounting firm of national reputation to assist with the completion of the Company Stockholders was solicited calculations and the preparation of the materials described in accordance with the foregoing provisions of this Section 7.04 and that either (i) 7.11, to the requisite number of votes of extent deemed necessary by the Company Stockholders was obtained with respect to any Waived 280G Benefits (Sellers or the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or providedCompany.

280G Matters. If required Prior to avoid the imposition of Taxes under Section 4999 Closing Date, the Company will solicit the approval of the Code or Company Shareholders eligible to vote, to the loss of deduction extent and in a manner that satisfies the shareholder approval requirements under Section 280G of the Code with respect to and all regulations promulgated thereunder (“Section 280G of the Code”), of all payments (including any contingent payments or benefits and vesting acceleration) that would, in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver absence of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” andapproval, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be constitute “excess parachute payments” (within the meaning of Section 280G of the Code) , if any. Prior to the Closing and (b) solicit with respect prior to each individual who provides a duly executed 280G Waiversoliciting such Company Shareholder approval, approval of the Company Stockholders (in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunderwill use commercially reasonable efforts to obtain, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such from each “disqualified individual” who may otherwise receive “excess parachute payments” (as defined in Section 280G(b)(2) of the Code) in connection with the transactions contemplated by this Agreement, a waiver of his or her rights to receive some or all of such payments or benefits, solely to the Waived extent required so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (each, a “Waiver Agreement”, and such payments and/or benefits, solely to the extent waived, the “280G Waived Benefits”). As promptly as practicable prior to soliciting Such Waiver Agreement will provide that, unless such 280G Waivers from Waived Benefits are approved by the “Company Shareholders in a manner that complies with Section 280G of the Code, the Company will not make or provide such 280G Waived Benefits to the disqualified individuals,” . All calculations, analyses, drafts of the Waiver Agreement, disclosure and approval materials prepared by the Company in connection with this Section 7.12 will be provided to the Buyer no later than three (3) Business Days in advance of their distribution for the Buyer’s review and comment, and the Company shall provide drafts consider any comments by the Buyer with respect to such calculations and documentation under this Section 7.12 in good faith and shall incorporate all of such waivers and disclosure materials the Buyer’s reasonable comments thereto to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed)the extent mutually agreed to by the parties. If any of the Waived 280G Waived Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Waived Benefits shall not be made or provided. Prior To the extent applicable, at least one (1) Business Day prior to the Closing Date, the Company shall deliver to SPAC the Buyer copies of (a) the executed Waiver Agreement(s) and (b) evidence reasonably acceptable to SPAC the Buyer that a vote of the relevant Company Stockholders Shareholders was solicited in accordance with the foregoing provisions of this Section 7.04 7.12, and that either (i) the requisite number of votes of holders of the equity interests of the Company Stockholders was obtained with respect to any Waived the 280G Benefits (the “280G Approval”) Waived Benefits, or (ii) the 280G Approval such approval was not obtained, and, as a consequenceresult, any Waived no 280G Waived Benefits shall not be made or provided. In connection with the foregoing, no later than the fifteenth (15th) Business Day prior to the Closing Date, the Buyer shall provide the Company with information and documents 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 Contract entered into or negotiated by, or at the direction of, the Buyer or any of its Affiliates (collectively, the “Buyer Arrangements”), together with all other payments and benefits, would, in the absence of Company Shareholder approval in a manner that satisfies the shareholder approval requirements under Section 280G of the Code, constitute “excess parachute payments”. For the avoidance of doubt, the Company’s failure to include the Buyer Arrangements in the equityholder voting materials described herein, due to the Buyer’s breach of its obligations set forth in this Section 7.12, will not result in the Company’s breach of this Section 7.12 or Section 5.15(i).

280G Matters. If The Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed 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 payments or benefits be made in connection with the Transactionstransactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) an executed written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the Stockholders of the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in a manner that complies with Section 280G(c280G(b)(5)(B) of the Code) who may receive . In connection with the foregoing, Parent 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 that granted or to be granted pursuant to any employment agreement or other agreement, arrangement or Contract entered into or negotiated by Parent or its Affiliates (“Parent Payments”), together with all Section 280G Payments, could constitute a reasonably be considered to be “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A280G(b)(2) of the Code) Code at least 10 days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of in accordance with this Section 280G of the Code) and (b) solicit with respect to each individual who provides a duly executed 280G Waiver, 6.14 for approval of the Company Company’s Stockholders (and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s Stockholders in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, Code; provided that in particular, Treasury Regulation no event shall this Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” 6.14 be construed to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” require the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated aboveCompany, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote any Subsidiary of the Company Stockholders was solicited or any other Person, and in accordance with no event shall the foregoing provisions Company (or any of its Affiliates) be deemed in breach of this Section 7.04 and that either (i) 6.14 if any such Disqualified Individual refuses to waive any such rights or if the requisite number Stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.14 or otherwise in this Agreement, to the extent Parent has provided inaccurate information, or Parent’s omission of votes of the Company Stockholders was obtained information has resulted in inaccurate information, with respect to any Waived 280G Benefits (Parent Payments, there shall be no breach of the “280G Approval”) covenant contained herein to the extent caused by such inaccurate or (ii) omitted information. The Company shall provide Parent and its counsel with a copy of any calculations, waiver agreement, disclosure statement and Stockholder consent contemplated by this Section 6.14 within a reasonable time, and no less than two Business Days, prior to delivery to each Disqualified Individual and the 280G Approval was not obtainedStockholders of the Company of such waiver agreement and disclosure statement, andrespectively, as a consequence, and the Company shall consider in good faith any Waived 280G Benefits shall not be made changes reasonably requested by Parent or providedits counsel.

280G Matters. If required to avoid any Person who is a “disqualified individual” (within the imposition meaning of Taxes under Section 4999 280G of the Code and the Treasury Regulations promulgated thereunder) with respect to any Purchased Company (each, a “Disqualified Individual”) may receive any payment(s) or the loss of deduction benefit(s) that could reasonably be expected to constitute “parachute payments” under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions, the Company will then: (a) no later than two (2) Business Days the Company shall solicit and use reasonable best efforts to obtain and deliver to Purchaser prior to soliciting approval from the Company Stockholders, as set forth in initiation of the 280G Vote under clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a signed waiver of such disqualified individualDisqualified Individual’s rights to some or all of such payments or benefits applicable to such Disqualified Individual (the “Waived 280G Benefits” and, each such waiver, a “280G Parachute Payment Waiver”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect prior to each individual who provides a duly executed 280G Waiverthe Closing Date, approval of the Company Stockholders shall use commercially reasonable efforts to prepare and distribute to Seller’s or the applicable Purchased Company’s equityholders (as applicable) a disclosure statement providing adequate disclosure of all potential parachute payments and benefits that may be received by such Disqualified Individual(s) and shall submit such payments and benefits to such equityholders for approval, in a manner satisfying each case, in accordance with the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particularsuch that, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be if approved by the Company Stockholders as contemplated aboverequisite equityholders, such Waived 280G Benefits payments and benefits shall not be made or provideddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the Closing DateClosing, if a 280G Vote is required, the Company shall deliver to SPAC Purchaser reasonably satisfactory evidence reasonably acceptable to SPAC (i) that a vote of the Company Stockholders 280G Vote was solicited in accordance with the foregoing provisions of this Section 7.04 preceding sentence, and that either (i) the requisite number of votes of the Company Stockholders equityholder approval was obtained with respect to any Waived payments and/or benefits that were subject to the 280G Benefits Vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits all payments or benefits waived under the Parachute Payment Waiver shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to such equityholders in connection with the 280G Vote and the calculations related to the foregoing shall be subject to advance timely review and reasonable comment by Purchaser. No less than twenty (20) Business Days prior to the Closing Date, Purchaser shall provide the Company all relevant information and documentation relating to any new payments and/or benefits to be provided by Purchaser or any of its Affiliates that could be deemed to constitute “parachute payments” (the “Purchaser Arrangements”). Notwithstanding anything to the contrary in this Section 6.15 or otherwise in this Agreement, to the extent Purchaser has provided inaccurate information relating to the Purchaser Arrangements, or Purchaser’s omission of information relating to the Purchaser Arrangements has resulted in inaccurate or incomplete information, there shall be no breach of the covenants contained in this Section 6.15 or the representation contained in Section 4.17(p).

280G Matters. If required to avoid As soon as reasonably practicable following the imposition date of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to this Agreement, and in any payments or benefits in connection with the Transactions, the Company will (a) no later than event within two (2) Business Days prior to soliciting approval from the Closing Date, the Company Stockholdersshall (a) obtain and deliver to Parent, as set forth in prior to the initiation of the Company Stockholder approval procedure under clause (b) below, obtain from each Person who is, with respect to the Company, a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code) as of immediately prior to the initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who may might otherwise have, receive any payments or benefits that could constitute have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such disqualified individualDisqualified Individual’s rights to some or all of such payments or and/or benefits applicable to such Disqualified Individual (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) solicit with respect submit to each individual who provides a duly executed 280G Waiver, approval of the Company Stockholders for approval (in a manner satisfying satisfactory to Parent) by such number of Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, any payments and/or benefits that Parent and the Treasury Regulations promulgated thereunderCompany reasonably determine may separately or in the aggregate, in particular, Treasury Regulation constitute “parachute payments” (within the meaning of Section 1.280G-1, Q/A- 7) 280G of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayedCode). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits that such payments and benefits shall not be made or provideddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to As soon as practicable following the Closing Datedate of this Agreement, if a 280G Vote is required, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent, (i) that a vote of the Company Stockholders 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders stockholder approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company Stockholders in connection with the Section 280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. If required to avoid (a) To the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to extent that any payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior arising from or related to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that this Agreement could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” under 280G(b)(1) of the Code, then the Company shall use its best efforts to obtain and deliver to Parent, prior to the initiation of the requisite stockholder approval procedure under Section 6.7(b), a Parachute Payment Waiver from each Person who is, with respect to the Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code) Code and the Department of Treasury regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.7(b), and who reasonably might otherwise have, receive or have the right to entitlement to receive a parachute payment under Section 280G of the Code in connection with the transactions contemplated by this Agreement. (b) solicit with respect As soon as practicable following the delivery of the Parachute Payment Waivers by the Company to each individual who provides a duly executed 280G WaiverParent, approval the Company shall submit to the shareholders of the Company Stockholders (for approval in a manner satisfying the requirements of Section 280G(b)(5)(A)(ii) and accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of treasury regulations thereunder any such “disqualified individual” payments and/or benefits that are subject to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated abovea Parachute Payment Waiver, such Waived 280G Benefits that such payments and benefits shall not be made or provided. Prior deemed to be “parachute payments” under Section 280G of the Code, and prior to the Closing DateClosing, the Company shall deliver to SPAC Parent evidence reasonably acceptable satisfactory to SPAC Parent (i) that a Company shareholder vote of the Company Stockholders was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.04 Code, and that either (i) the requisite number of votes of the Company Stockholders shareholder approval was obtained with respect to any Waived 280G Benefits payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, any Waived 280G Benefits pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The Company shall use commercially reasonable efforts to obtain the Section 280G Approval in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder. (c) The form of the Parachute Payment Waiver and any materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld. The Company will promptly advise Parent in writing if, at any time prior to the Closing, the Company obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Section 280G Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law.

280G Matters. If required Promptly following the execution of this Agreement, and in all events prior 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 payments or benefits in connection with the TransactionsClosing, the Company will (a) no later than two (2) Business Days prior shall use its reasonable best efforts to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not from each Person who would otherwise be entitled to receive a “excess parachute paymentspayment” (within the meaning of as defined in Section 280G of the CodeCode determined without regard to Section 280G(b)(4) and or (b5) solicit with respect to each individual who provides of the Code (a duly executed “280G WaiverPayment”) in connection with the consummation of the transactions contemplated by this Agreement, approval pursuant to which each such Person will agree to forfeit such 280G Payment if the 280G Approval (as defined below) is not obtained prior to the Closing Date; provided, however, that such 280G Waiver shall permit such Person to receive any such payments up to the highest aggregate level permissible without causing such payments to be 280G Payments. Prior to Closing, the Company shall, in accordance with Section 280G(b)(5)(B) of the Code, submit to the shareholders of the Company Stockholders (in a manner satisfying for approval, by such number of shareholders of the requirements Company as is required by the terms of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder(such approval, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to SPAC for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) ), any payments and/or benefits that may separately or (ii) in the aggregate constitute 280G Approval was not obtainedPayments, and, as a consequence, any Waived and the Company will use reasonable best efforts to obtain such 280G Benefits Approval, which shall establish the recipient’s rights to such payment or benefit. Written drafts of the form of 280G Waiver, the shareholder disclosure statement (including underlying calculations), the shareholder approval form, and any other documentation related to such 280G Waivers and 280G Approvals will be provided to Buyer, in advance of being distributed to such Person or the shareholders, for Buyer’s approval (which approval shall not be made unreasonably delayed, withheld or provided.conditioned), and Buyer and its representatives will be given reasonable opportunity to

280G Matters. If required to avoid To the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to extent that any payments or benefits in connection with the Transactions, the Company will (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” (as defined in within the meaning of Section 280G(c) of the CodeCode and the regulations thereunder) who may has the right to receive any payments or benefits that could be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) of the CodeCode and the regulations thereunder), then, the Company will (i) prior to the Closing Date, use commercially reasonable efforts to 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” and, each such waiver, a “280G Waiver”) so that all any remaining payments and/or benefits, if any, benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) Code and the regulations thereunder), and (bii) solicit prior to the Closing Date, with respect to each individual who provides agrees to the waiver described in clause (i), submit to a duly executed 280G Waiver, approval vote of holders of the equity interests of the Company Stockholders (entitled to vote on such matters, in a manner satisfying the requirements of intended to comply with Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations regulations promulgated thereunder, in particularalong with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), Treasury Regulation Section 1.280G-1, Q/A- 7) of the rights right of any such “disqualified individual” to receive the Waived 280G Benefits. As promptly as practicable At least three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” such waivers and approval, the Company shall provide drafts of such waivers and disclosure materials and approval materials, including the underlying Section 280G calculations, to SPAC Parent for its review and approval (which approval will not be unreasonably withheldcomment prior to soliciting such waivers, conditioned or delayed)provided that the Company shall accept all reasonable and timely comments provided by Parent. If any of the Waived 280G Benefits fail to be approved by the Company Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to To the Closing Dateextent applicable, the Company shall deliver to SPAC Parent evidence reasonably acceptable to SPAC that a vote of holders of the equity interests of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 6.25 and that either (i) the requisite number of votes of holders of the equity interests of the Company Stockholders was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequenceresult, any no Waived 280G Benefits shall not be made or provided.