Common use of 280G Clause in Contracts

280G. The Company shall (a) use its reasonable best efforts to secure from each Person who has a right to any payments or benefits as a result of or in connection with the Transactions that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1.

280G. The Company shall Prior to the Closing Date, (a) the Company shall use its commercially reasonable best efforts to secure from each Person who has a right to submit for approval by the Company Stockholders, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that constitute or benefits as a result of or in connection with the Transactions that would reasonably be deemed expected to constitute “parachute payments” with respect to the transactions contemplated by this Agreement pursuant to Section 280G of the Code (within the meaning each, a “Parachute Payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) a waiver of and which are irrevocably waived by such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible individual under Section 280G of the Code and clause (b) submit to all stockholders of the Company for approval any Waived Section 280G Paymentshereof, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5b) days prior to the Closing Datedistribution of the 280G Stockholder Vote materials, the Company shall deliver use commercially reasonable efforts to Purchaser evidence reasonably satisfactory to Purchaser that (i) obtain a vote waiver of the stockholders right to receive or retain any Parachute Payment (in the absence of the Company was solicited in conformance with 280G Stockholder Vote) from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder and thereunder) whose Parachute Payments would be subject to the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments Stockholder Vote (the “280G Stockholder ApprovalWaivers”), or and (iic) prior to the distribution of the 280G Stockholder Approval was not obtained Vote materials and as a consequence, such Waived Section the 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approvalWaivers, the Company shall provide drafts deliver to Parent complete copies of such waivers all disclosure and such stockholder approval materials other related documents that will be provided to Purchaser for its the Company Stockholders in connection with the 280G Stockholder Vote in a manner providing Parent with sufficient time to review and comment (thereon, and the Company shall consider any such all reasonable comments of Parent in good faith). The parties acknowledge that, in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with extent any arrangements entered into at the direction of Parent or between Parent and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“Parent Arrangements”) are Parachute Payments, Parent shall provide to the Company a written description of any Parent Arrangements and the value for purposes of Section 280G(b)(5)(B) 280G of the Code and Treasury Regulation Section 1.280G-1of such Parent Arrangements reasonably in advance of the Company’s request of the waivers under clause (b) above.

280G. The Company Not less than five (5) business days prior to the Closing, the Seller shall submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (aas defined in Section 280G(c) use its reasonable best efforts of the Code) to secure from each Person who has a right to receive any and all payments (or benefits as a result other benefits) contingent on the consummation of or in connection with the Transactions that would be deemed to constitute “parachute payments” transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation, and the regulations promulgated thereunder) a waiver Seller shall obtain any required waivers or consents from the disqualified individual prior to the vote. In addition, the Seller shall provide adequate disclosure to Seller stockholders that hold voting stock of all material facts concerning all payments to any such Person’s rights to some or all of disqualified individual that, but for such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not vote, could be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (bin a manner that satisfies Section 280G(b)(5)(B)(ii) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments Code and benefits shall not be deemed to be “parachute payments”regulations promulgated thereunder. At least five (5) business days prior to the Closing Datevote, the Company Buyer and its counsel shall deliver be given the right to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (on all documents required to be delivered to the Seller’s stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Seller shall consider any such reflect all reasonable comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code Buyer thereon. Buyer and Treasury Regulation Section 1.280G-1its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with the vote.

280G. The If applicable, promptly following the execution of this Agreement, the Company shall submit to the Shareholders for approval (ain a manner reasonably satisfactory to Buyer) use its reasonable best efforts to secure from each Person who has a right to as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits as a result of that may separately or in connection with the Transactions that would be deemed to aggregate, constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable (which determination shall be made by the Company and shall be subject to review and approval by Buyer, such Person shall approval not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Paymentsunreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be “parachute payments”. At least Section 280G Payments, and prior to the Closing (but in no event later than five (5) days Business Days prior to the Closing Date), the Company shall deliver to Purchaser evidence Buyer notification and documentation reasonably satisfactory to Purchaser Buyer that (ia) a vote of the stockholders holders of the capital stock of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder shareholder approval was obtained with respect to any Waived Section 280G Payments payments and/or benefits that were subject to the Shareholder vote (the “280G Stockholder Shareholder Approval”), or (iib) that the 280G Stockholder Shareholder Approval was not obtained and as a consequence, that such Waived Section 280G Payments payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to obtaining the waivers contemplated by vote of the holders of Company’s capital stock pursuant to this Section 6.15, 7.13. The Company will provide Buyer and prior its counsel with a reasonable opportunity to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment on all documents to be delivered to the shareholders and any person who is or could reasonably be expected to be a “disqualified individual” (and shall consider any such comments as defined in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B280G(c) of the Code and Treasury Regulation Section 1.280G-1Code) in connection with the shareholder vote.

280G. The If applicable, the Company (or its Affiliate) shall (a) use its reasonable best efforts prior to secure the Closing, solicit from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments or and/or benefits as a result of or in connection with the Transactions transactions contemplated by this Agreement that would could be deemed to constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and the regulations promulgated thereunder) Code, a waiver of all or a portion of such Person’s rights to some or all of any such payments or benefits applicable to and/or benefits, such Person (“Waived Section 280G Payments”) so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, prior to the Closing, submit for approval by the Company’s (or its Affiliate’s) equityholders the Waived 280G Benefits, to all stockholders the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. The Company for approval (or its Affiliate) shall not pay or provide any of the Waived Section 280G PaymentsBenefits if such Waived 280G Benefits are not approved by the applicable equityholders as contemplated above. Before soliciting the “disqualified individuals” as provided under this Section 6.6, such that such payments the Company shall incorporate all of the Purchaser’s reasonable comments to the Company’s drafts of the consent, waiver, disclosure statement and benefits shall not be deemed calculations previously provided to be “parachute payments”Purchaser or its counsel. At least five (5) days prior Prior to the Closing Date, the Company shall deliver to the Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders equityholders of the Company (or its Affiliate) was solicited in conformance accordance with Section 280G the foregoing and whether the requisite number of votes of the Code and equityholders of the regulations promulgated thereunder and the requisite stockholder approval Company (or its Affiliate) was obtained with respect to any the Waived Section 280G Payments (Benefits or that the “vote did not pass and the Waived 280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall Benefits will not be made paid or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1retained.

280G. The Company To the extent necessary to avoid the application of Section 280G of the Code and the Treasury regulations thereunder, no later than five (5) Business Days prior to the Closing Date, TWG shall (a) use its reasonable best efforts to secure (i) obtain waivers (in form and substance reasonably satisfactory to Purchaser) from each Person who has a right to any payments or and/or benefits as a result of or in connection with the Transactions transactions contemplated by this Agreement that would reasonably be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of as to which such Person’s Person waives his or her rights to some or all of such payments or and/or benefits (the “Waived 280G Benefits”) applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under (within the meaning of Section 280G of the Code), and (ii) following the execution of the waivers described in clause (i), solicit the approval of the shareholders of TWG who are entitled to vote of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and (b) submit the Treasury regulations thereunder, in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”Purchaser. At least five (5) days Business Days prior to obtaining any waiver or soliciting shareholder approval, TWG shall provide Purchaser with copies of all Section 280G-related documents, including any Section 280G analysis prepared by TWG, the shareholder disclosure document, waivers and shareholder consents, for Purchaser’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) and shall consider all reasonable comments made thereto by Purchaser. Prior to the Closing Date, the Company TWG shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders shareholders of the Company TWG who are entitled to vote was solicited in conformance accordance with the foregoing provisions of this Section 280G of the Code 5.26 and the regulations promulgated thereunder and that either (A) the requisite stockholder approval was number of votes were obtained with respect to any the Waived 280G Benefits (the “Section 280G Payments (the “280G Stockholder Approval”), or (iiB) that the Section 280G Stockholder Approval was not obtained and obtained, and, as a consequence, such the Waived Section 280G Payments Benefits shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1provided.

280G. The Company shall Prior to the Closing Date, (a) the Company shall use its commercially reasonable best efforts to secure from each Person who has a right to submit for approval by the Company Stockholders, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that constitute or benefits as a result of or in connection with the Transactions that would reasonably be deemed expected to constitute “parachute payments” with respect to the transactions contemplated by this Agreement pursuant to Section 280G of the Code (within the meaning each, a “Parachute Payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) and which are irrevocably waived by such individual under clause (b) hereof, (b) prior to the 280G Stockholder Vote, the Company shall use commercially reasonably efforts to obtain a waiver of such Personthe right to receive or retain any Parachute Payment (in the absence of the 280G Stockholder Vote) from each of the applicable “disqualified individuals” whose Parachute Payment would be subject to the 280G Stockholder Vote (the “280G Waivers”) and (c) prior to the distribution of the 280G Stockholder Vote materials and the 280G Waivers, the Company shall deliver to Parent’s rights outside legal counsel for review complete copies of all disclosure and other related documents that will be provided to some the Company Stockholders in connection with the 280G Stockholder Vote in a manner providing Parent with sufficient time to review and comment thereon, and the Company shall consider all reasonable comments of Parent in good faith. The parties acknowledge that, to the extent any arrangements entered into at the direction of Parent or all of such payments or benefits applicable to such Person between Parent and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“Waived Section 280G PaymentsParent Arrangements”) so that all remaining payments or benefits applicable are Parachute Payments, Parent shall provide to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under the Company a written description of any Parent Arrangements and the value for purposes of Section 280G of the Code and of such Parent Arrangements reasonably in advance of the Company’s request of the waivers under clause (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1above.

280G. The Company shall (a) If necessary, the Company shall use its commercially reasonable best efforts to secure solicit, prior to the initiation of the requisite stockholder approval procedure under the immediately following clause (b), a Parachute Payment Waiver (the “Parachute Payment Waiver”), from each Person who has the Company reasonably believes could be, with respect to the Company, a right to any payments or benefits as a result of or in connection with the Transactions that would be deemed to constitute “parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) ), and who might otherwise have received, receive or have the right or entitlement to receive a waiver of Section 280G Payment (as defined below), to the extent the value thereof equals or exceeds three times such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute paymentsbase amount” that would not be deductible under determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the 280G Stockholder Approval (as defined below) is obtained pursuant to the immediately following clause (b). (b) If necessary, prior to the Closing, the Company shall submit to all the Company stockholders, for approval by such Company stockholders holding the number of shares of stock required by the terms of Section 280G(b)(5)(B) of the Company for approval any Waived Code, a written consent in favor of a proposal to render the parachute payment provisions of Section 280G of the Code and the regulations thereunder inapplicable to all Section 280G Payments. “Section 280G Payments” means any payments or benefits that might reasonably be expected to result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that causes the payments or benefits to not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code. If necessary, prior to delivery of documents to the stockholders in connection with the stockholder approval contemplated by this paragraph the Company shall provide Parent, Xxxxxxx and their counsel with a reasonable opportunity to review and approve all documents to be delivered to the stockholders in connection with such that stockholder approval, which such payments and benefits approval shall not be deemed to unreasonably withheld, conditioned or delayed. Any such stockholder approval shall be “parachute payments”sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. At least five (5) days If necessary, prior to the Closing DateClosing, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser Xxxxxxx and Parent confirmation that (i) a vote of the stockholders holders of the Company Common Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments payments and benefits that were subject to the stockholder vote (the “280G Stockholder Approval”), ) or (ii) that the 280G Stockholder Approval was not obtained and as a consequenceobtained; provided, such Waived however, that the parties agree that this Section 280G Payments 4.9 shall not be made breached or provided deemed breached by reason of (x) the refusal of any disqualified individual to execute a waiver or (y) the extent they would cause value of any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining arrangement entered into by or at the waivers contemplated by this Section 6.15direction of Parent, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for Xxxxxxx or its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1or their Affiliates.

280G. The Company shall (ai) use its commercially reasonable best efforts to secure solicit a waiver from each Person who has a right to any “disqualified individual” (within the meaning of Section 280G of the Code) that shall provide that, if the requisite shareholder approval under Section 280G(b)(5)(B) of the Code is not obtained, no payments or benefits as a result of that would separately or in connection with the Transactions that would be deemed to aggregate constitute “excess parachute payments” (within the meaning of Section 280G of the Code and Code) with respect to such disqualified individual in the regulations promulgated thereunder) a waiver absence of such Person’s rights shareholder approval shall be payable to some or all of retained by such payments or benefits applicable disqualified individual to the extent such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that payments would not be deductible under by reason of the application of Section 280G of the Code and (b) submit to all stockholders or would result in the imposition of the Company for approval any Waived excise Taxes under Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G 4999 of the Code upon such disqualified individual, and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided deliver to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining Company’s shareholders a disclosure statement that satisfies the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with disclosure obligations under Section 280G(b)(5)(B) of the Code and Treasury Regulation solicit the approval of the Company’s shareholders under Section 1.280G-1280G(b)(5)(B). No Target Company shall make any such waived excess parachute payments that are not so approved. The Company shall provide Purchaser with a copy of the form of such waiver, such disclosure statement, and the shareholder written consent for Purchaser’s reasonable review and approval, which shall not be unreasonably withheld, conditioned or delayed, no less than three (3) days prior to delivery to each such disqualified individual and the Company’s shareholders, respectively. No later than fifteen (15) Business Days prior to the Closing Date, with respect to each “disqualified individual” of the Company, the Company shall provide to Purchaser a customary Section 280G analysis prepared by or on behalf of the Company that includes the Company’s good faith estimate of all payments and benefits that could be provided to such disqualified individual as a result of the transactions contemplated by this Agreement (alone or in combination with any other event) and such disqualified individual’s “base amount” as defined in Section 280G(b)(3) of the Code, which analysis will be subject to Purchaser’s reasonable review and comment to be provided to the Company no later than ten (10) Business Days prior to the Closing Date, which reasonable comments the Company shall consider in good faith (and the waivers and shareholder approval described in the first sentence of this Section 6.12 shall not be distributed or solicited until such reasonable comments have been provided by Purchaser to the Company or the Purchaser’s time period for providing such comments has elapsed).

280G. The Company shall, and shall (a) cause the Company Subsidiaries to, use its commercially reasonable best efforts (which shall in no event require payment of additional consideration to secure any Person) as soon as practicable after the date hereof (but in no event later than the second (2nd) Business Day immediately prior to the Closing Date), obtain from each Person who has to whom any payment or benefit is required or proposed to be made that could constitute a right to any payments or benefits as a result of or in connection with the Transactions that would be deemed to constitute “parachute paymentspayment” (within the meaning of as defined in Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunderCode) a waiver of written agreement waiving such Person’s rights right to receive some or all of such payments payment or benefits applicable to such Person benefit (the “Waived Section 280G PaymentsBenefit”) so that all remaining payments payment or benefits benefit applicable to such Person shall not be deemed to be “excess a parachute payments” payment that would not be deductible under Section 280G of the Code Code, and (bto accept in substitution for the Waived Benefit the right to receive such remaining payment or benefit only if approved by the Stockholders in a manner that complies with Section 280G(b)(5)(B) submit to all stockholders of the Code. Each such waiver shall identify the specific Waived Benefit and shall provide that if such Stockholder approval is not obtained, such payments shall not be made and such Persons shall have no right or entitlement with respect thereto. As soon as practicable thereafter but in any event prior to the Closing Date, to the extent such waivers are obtained, the Company shall seek Stockholder approval in a manner that complies with Section 280G(b)(5)(B) of the Code of all such payments that have been conditioned on the receipt of such approval. At least two (2) business days prior to obtaining such waivers and seeking approval from the Stockholders, the determination of which payments may be deemed to constitute parachute payments, the form of each such waiver, and the disclosure and other circumstances of any such Stockholder approval shall be provided to Parent for approval any Waived Parent’s review and comment, and the Company (and its advisors) shall reasonably consider such comments. To the extent that Parent (or its Affiliates) wish to enter into, or cause the Company to enter into, additional arrangements with the Company’s “disqualified individuals” (as defined in Section 280G Paymentsof the Code) prior to the Closing Date with respect to services to be provided prior to or following the Merger, such that such payments and benefits arrangements shall not be deemed disclosed to be “parachute payments”. At the Company at least five seven (57) business days prior to the Closing Date. Prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory evidence to Purchaser Parent that either (ia) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval vote was obtained with respect to any the Waived Section 280G Payments Benefit (the “280G Stockholder Approval”), ) or (iib) the 280G Stockholder Approval was not obtained and and, as a consequence, such the Waived Section 280G Payments Benefit shall not be retained, made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1provided.

280G. The To the extent necessary to avoid the application of Section 280G of the Code and the regulations thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than three (3) Business Days prior to the Closing Date, the Company shall (a) use its commercially reasonable best efforts to secure obtain waivers (in form and substance reasonably satisfactory to Acquiror) from each Person who has a right to any payments or and/or benefits as a result of or in connection with the Transactions transactions contemplated by this Agreement that would reasonably be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of as to which such Person’s Person waives his or her rights to some or all of such payments or and/or benefits (the “Waived 280G Benefits”) applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under (within the meaning of Section 280G of the Code Code), and (b) submit to all following the execution of the waivers described in clause (a), solicit the approval of the stockholders of Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to Acquiror. At least two (2) Business Days prior to obtaining any waiver or soliciting stockholder approval, the Company for approval shall provide Acquiror with copies of all Section 280G-related documents, if any, including, without limitation, any Waived Section 280G Paymentsanalysis prepared by the Company, such that such payments the stockholder disclosure document, waivers and benefits stockholder consents, for Acquiror’s review and approval (which approval shall not be deemed to be “parachute payments”unreasonably withheld, conditioned or delayed) and shall accept all reasonable comments made thereto by Acquiror. At least five (5) days prior Prior to the Closing Date, if applicable, the Company shall deliver to Purchaser Acquiror evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance accordance with the foregoing provisions of this Section 280G of the Code 5.6 and the regulations promulgated thereunder and that either (A) the requisite stockholder approval was number of votes were obtained with respect to any the Waived 280G Benefits (the “Section 280G Payments (the “280G Stockholder Approval”), or (iiB) that the Section 280G Stockholder Approval was not obtained and obtained, and, as a consequence, such the Waived Section 280G Payments Benefits shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1provided.

280G. The Company If applicable, prior to the Closing, Sellers shall, or shall cause its applicable Subsidiary or Affiliate to, (a) use its commercially reasonable best efforts to secure from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments or and/or benefits as a result of or in connection with the Transactions transactions contemplated by this Agreement that would be deemed reasonably likely to constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and the regulations promulgated thereunder) Code, a waiver of a portion of such Person’s rights to some or all of any such payments or benefits applicable to and/or benefits, such Person (“Waived Section 280G Payments”) so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such Persons who executed such waivers, submit the Waived 280G Benefits for shareholder approval, to all stockholders the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”Code. At least No later than five (5) days prior Business Days before the Closing Date, Sellers shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall incorporate in good faith all of Parent’s reasonable comments. Prior to the Closing Date, the Company Sellers shall deliver to Purchaser Parent evidence reasonably satisfactory to Purchaser Parent that (ix) a shareholder vote of approving the stockholders of the Company Waived 280G Benefits was solicited received in conformance with Section 280G of the Code and the regulations promulgated thereunder and the thereunder, or (y) such requisite stockholder shareholder approval was has not been obtained with respect to any the Waived Section 280G Payments (the “280G Stockholder Approval”)Benefits, or (ii) the 280G Stockholder Approval was not obtained and and, as a consequence, such the Waived 280G Benefits have not been and shall not be paid or provided. Notwithstanding the foregoing, to the extent that any Contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Parent or any of its Affiliates and a “disqualified individual” (as defined in Section 280G Payments shall not be made or provided to of the extent they would cause any amounts to constitute “parachute payments”. At least five (5Code) days prior to obtaining in connection with the waivers transactions contemplated by this Section 6.15, and Agreement prior to seeking such stockholder approvalthe Closing Date (the “Parent Arrangements”), the Company Parent shall provide drafts a copy of such waivers and Contract, agreement, term sheet, plan or summary of such stockholder approval materials other arrangement to Purchaser for its review and comment Sellers at least ten (10) Business Days before the Closing Date and shall consider any such comments cooperate with Sellers and their counsel in good faith), faith in order to ensure that Purchaser is satisfied that calculate or determine the stockholder approval will be sought in accordance with value (for purposes of Section 280G(b)(5)(B280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with the Code and Treasury Regulation transactions contemplated by this Agreement that could constitute, individually or in the aggregate with any other payment or benefit, a “parachute payment” under Section 1.280G-1280G of the Code; provided that, in any event, Seller’s or its applicable Subsidiary’s or Affiliate’s failure to include the Parent Arrangements in the shareholder approval materials described herein due to Parent’s breach of its obligations set forth herein shall not result in a breach of this Section 6.15. In no event shall Sellers be deemed in breach of this Section 6.15 if any “disqualified individual” refuses to execute a waiver or the shareholder vote is not obtained due to applicable shareholders not approving such Waived 280G Benefits.

280G. The Prior to the Closing Date, to the extent applicable, Seller will cause the Sold Company shall to (a) use its commercially reasonable best efforts to secure obtain a written waiver (a “280G Waiver”) from each Person individual who has is, or could reasonably be expected to be, as of the Closing Date, a right “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to a Group Company of the portion of any and all payments or and benefits that could reasonably be deemed a “parachute payment” (as a defined in Section 280G(b)(2) of the Code) and could result in the imposition of or an excise tax on such individual pursuant to Section 4999 of the Code (the “Waived Payments”) unless such Waived Payments are approved by the stockholders of the Sold Company in connection accordance with the Transactions that would be deemed to constitute “parachute payments” (within the meaning provisions of Section 280G of the Code and the regulations promulgated thereunder, and (b) as soon as practicable following the Sold Company’s receipt of the 280G Waivers, submit to the Sold Company’s stockholders for a waiver vote whether to approve the right of any such Persondisqualified individual who executed a 280G Waiver to receive such disqualified individual’s rights respective Waived Payments in a manner designed to some cause the Waived Payments to be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(B) of the Code. In the event that a Group Company enters into any arrangements at the direction of Buyer or all of such payments or benefits applicable to such Person between Buyer and its Subsidiaries, on the one hand, and a disqualified individual, on the other hand (“Waived Section 280G PaymentsBuyer Arrangements”) so that all remaining payments or benefits applicable and Buyer provides to such Person shall not be deemed Seller, no less than ten (10) Business Days prior to be “excess parachute payments” that would not be deductible under the Closing, a written description of any Buyer Arrangements and cooperates with Seller in good faith in order to determine the value for purposes of Section 280G of the Code of such Buyer Arrangements, Seller shall include such description and (bvalue(s) submit in any materials disclosed to all the stockholders of the Sold Company for in connection with soliciting approval any Waived in accordance with this Section 5.07. Prior to delivery to the stockholders and disqualified individuals of the proposed 280G PaymentsWaivers and other documents in connection with the stockholder approval contemplated by this Section 5.07, but no later than ten (10) days prior to Closing, the Sold Company will provide Buyer and its representatives with a reasonable opportunity to review and comment on such that such payments 280G Waivers and benefits shall not be deemed other documents to be “parachute payments”delivered to the stockholders of the Sold Company and disqualified individuals in connection with the vote, and the Sold Company agrees to consider all Buyer comments in good faith and not to unreasonably omit such comments in the applicable documentation. At least five (5) days one Business Day prior to the Closing Date, the Company Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser Buyer written notice indicating that either (ix) a the stockholder vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance conformity with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1the applicable rulings and final regulations thereunder and the requisite approval of stockholders entitled to vote was obtained with respect to the parachute payments, or (y) the stockholder approval of the parachute payments was not obtained and that, as a consequence, no Waived Payments will be paid or provided.

280G. The Prior to the Closing, the Company shall (a) use its commercially reasonable best efforts to secure (i) seek to obtain a waiver from each Person who has is a right to “disqualified individual” (as defined in Section 280G of the Code) of that portion of any payments or economic benefits as a result of received or in connection with the Transactions payable to such Person that would be deemed is reasonably expected to constitute “parachute payments” (within as defined in Section 280G(b) of the meaning of Section Code) (the “Waived 280G Benefits”), and (ii) solicit the approval of its shareholders of any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder) a waiver of such Person’s rights . The Company shall forward to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At Buyer Parties at least five (5) days prior to the Closing Datesubmission to shareholders entitled to vote on such matters copies of all documents prepared by the Company in connection with this Section 6.21 for the Buyer Parties’ review. Prior to Closing, the Company shall deliver to Purchaser the Buyer Parties evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders results of such vote. Such shareholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Payments, such that if such shareholder approval is not obtained, no portion of the Waived 280G Payments shall be paid, payable, received or retained. Notwithstanding the foregoing, to the extent that any Contract, agreement, or plan is entered into by any member of the Buyer Group or any of their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), the Buyer Group shall provide a copy of such Contract, agreement or plan to the Company was solicited and the Seller at least fifteen (15) days before the Closing Date and shall cooperate with the Company in conformance with good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code and Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G Payments (of the “280G Stockholder Approval”)Code; provided, or (ii) that, in any event, the 280G Stockholder Approval was Company’s failure to include the Buyer Arrangements in the stockholder voting materials described herein, for any reason, will not obtained and as result in a consequence, such Waived Section 280G Payments shall not be made or provided to breach of the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by covenants set forth in this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-16.21.

280G. The Company shall To the extent that any “disqualified individual” (awithin the meaning of Section 280G(c) use its reasonable best efforts to secure from each Person who of the Code and the regulations thereunder) has a the right to receive any payments or benefits as a result that are contingent (within the meaning of or in connection with Section 280G of the Transactions Code) on the transactions contemplated by this Agreement and that would could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder) (the “Section 280G Payments”), then, prior to the Closing the Company shall, or shall cause the applicable Affiliate to, use commercially reasonable best efforts to (i) solicit and obtain from each individual who is, as of the Closing Date, a “disqualified individual” a waiver of such disqualified individual’s rights, subject to the approval described in clause (ii) below, to some or all of such payments or benefits (the “ Waived 280G Benefits”) so that any remaining payments or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), and (ii) with respect to each individual who executes the waiver described in clause (i), submit to a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible vote in the manner required under Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (bincluding Q&A-7 of Treasury Regulations § 1.280G-1), the right of any such “disqualified individual” to receive the Waived 280G Benefits. In connection with the foregoing, Purchaser (a) submit will, no later than ten (10) Business Days prior to all stockholders the Closing Date, provide the Company with any contract, agreement or plan entered into by the Purchaser (or at the direction of the Company for approval Purchaser) and a disqualified individual (or reasonably be expected to be entered into at or prior to the Closing Date) the (the “Purchaser Arrangements”) to determine whether any Waived Section 280G Paymentspayments made or to be made, or benefits granted or to be granted, pursuant to such that such payments and benefits shall not Purchaser Arrangements could reasonably be deemed considered to be “parachute payments”. At ” within the meaning of Section 280G(b)(2) of the Code, and (b) shall cooperate with the Company in good faith to provide the Company with information necessary for the Company to make such determination and for the Company to prepare the required disclosure at least five (5) days Business Days prior to the Company obtaining the waivers and soliciting the vote as set forth in this Section 5.20. At least one (1) Business Day prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote documents evidencing the results of such vote. If any of the stockholders of the Company was solicited in conformance with Section Waived 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect Benefits fail to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and be approved as a consequencecontemplated above, such Waived Section 280G Payments Benefits shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”provided. At least five three (53) days Business Days prior to obtaining the soliciting such waivers and soliciting such shareholder approval as contemplated by in this Section 6.15, and prior to seeking such stockholder approval5.20, the Company shall provide to Purchaser drafts of such waivers and such stockholder shareholder approval materials to Purchaser for its (including the calculations and analysis supporting such documentation)for Purchaser’s review and comment (reasonable opportunity to comment, and the Company shall in good faith consider any such comments comments. Nothing contained in good faith), in order this Section 5.20 shall be deemed to ensure that Purchaser is satisfied that require (i) the stockholder approval will be sought in accordance with Section 280G(b)(5)(BCompany to obtain a waiver from any “disqualified individual” or (ii) any specific outcome of the Code and Treasury Regulation vote described in this Section 1.280G-15.20.

280G. The As expeditiously as possible following the date hereof, the Company shall Group Entities will provide to Buyer calculations (aand all relevant backup materials) use its reasonable best efforts with respect to secure from each Person who has a right to any the amount of payments and benefits which have been, will or benefits as a result of or may be received in connection with the Transactions that would transactions contemplated by this Agreement (or which may be deemed under the applicable regulations to have been received in connection with such transactions) and which could constitute “parachute payments” (within subject to the meaning of restriction on deductions imposed under Section 280G of the Code and the regulations Treasury Regulations promulgated thereunder, which calculations shall be subject to Buyer’s approval. Prior to the Closing, the Company Group Entities shall use commercially reasonable efforts to obtain, prior to the initiation of the stockholder approval procedure described below in this Section 6.10, from each Person to whom any payment or benefit will or could be made that could constitute “parachute payments” under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder (“Section 280G Payments”), a waiver of written agreement waiving such Person’s rights right to receive some or all of such payments payment or benefits applicable to such Person benefit (the “Waived Section 280G PaymentsBenefits”) ), to the extent necessary so that all remaining payments or and benefits applicable to such Person shall not be deemed a parachute payment subject to be “excess parachute payments” that would not be deductible under the deduction restrictions imposed by Section 280G of the Code Code, and (b) submit accepting in substitution for the Waived Benefits the right to all stockholders of receive the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of Benefits only if approved by the stockholders of the Company was solicited Group Entities in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure manner that Purchaser is satisfied that the stockholder approval will be sought in accordance complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulation Regulations promogulated thereunder. Prior to the Closing, the Company Group Entities shall use its commercially reasonable efforts to obtain the approval by such number of stockholders of the Company Group Entities in a manner that complies with the terms of Section 1.280G-1280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in this Section 6.10 who has executed the waiver described therein to receive or retain, as applicable, such Person’s Waived Benefits. The Company Group Entities shall provide Buyer for its review and approval (which shall not be unreasonably withheld or delayed) advance copies of all documents and communications by which it intends to seek the waiver and approvals described in this Section 6.10 and shall promptly provide Buyer with copies of any executed waivers and evidence of the stockholder approval contemplated by this Section 6.10.

280G. The To the extent applicable, the Company shall (a) use its commercially reasonable best efforts to secure from each Person who has a right submit to any payments or benefits as a result of or its equityholders in connection accordance with the Transactions that would be deemed to constitute “parachute payments” (within the meaning requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunderpursuant thereto (including seeking to obtain any necessary waiver from any affected individual) a waiver of such Person’s rights with respect to some or all of any payments that potentially could be excess parachute payments (such payments or benefits applicable to such Person (that are actually waived by the affected individual, the “Waived Section 280G PaymentsWaived Benefits”) so that all remaining that, if such approval is received, payments by the Company to any of its employees arising in whole or benefits applicable to such Person shall in part as a result of the transactions contemplated hereby based on arrangements in place at the Closing (other than arrangements entered into at the direction of Parent on or after the Closing Date) will not be deemed to be “excess characterized as parachute payments” that would not be deductible payments under Section 280G of the Code Code. Prior to soliciting such waivers and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approvalconsent, the Company shall provide drafts of such waivers and such stockholder disclosure, all 280G analysis calculations performed in connection with the transactions contemplated hereby, and approval materials to Purchaser Parent for its review review, comment and comment (approval prior to soliciting such waivers and soliciting such consent. If any of the 280G Waived Benefits fail to be approved as contemplated above, such 280G Waived Benefits shall consider any such comments in good faith)not be made or provided. To the extent applicable, in order prior to ensure the Closing Date, the Company shall to deliver to Parent evidence reasonably acceptable to Parent that Purchaser is satisfied that a vote of holders of the stockholder approval will be sought equity securities of the Company was solicited in accordance with the foregoing provisions of this Section 280G(b)(5)(B7.16 and that either (i) the requisite number of votes of holders of the Code equity interests of the Company was obtained with respect to the 280G Waived Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a result, no 280G Waived Benefits shall be made or provided. Notwithstanding the foregoing, in no event shall this ‎Section 7.16 be construed to require the Company to compel any Person to waive any existing rights under any Contract that such Person has with the Company and Treasury Regulation in no event shall the Company be deemed in breach of this Section 1.280G-17.16 if any such Person refuses to waive any such rights.

280G. The Company shall (a) use its reasonable best efforts to secure from each If any Person who has is a right to any payments or benefits as a result of or in connection with the Transactions that would be deemed to constitute “parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated ​ thereunder) a waiver of such Person’s rights with respect to some any Target Company may receive any payment(s) or all of such benefit(s) that could constitute parachute payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code in connection with the Contemplated Transactions, then: (a) the Target Companies shall seek and use commercially reasonable efforts to obtain a waiver from each such “disqualified individual” (a “Parachute Payment Waiver”); and (b) the Target Companies shall prepare and distribute to its equityholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) that execute a Parachute Payment Waiver and shall submit such payments to all stockholders its equityholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Company for approval any Waived Section 280G PaymentsCode and the Department of Treasury regulations promulgated thereunder, such that that, if approved by the requisite majority of the equityholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). At least five (5) days prior Prior to the Closing DateClosing, if a 280G Vote is required, the Company Target Companies shall deliver to Purchaser Buyer evidence reasonably satisfactory to Purchaser that Buyer, (i) that a vote of the stockholders of the Company 280G Vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder Code, and the requisite stockholder equityholder approval was obtained with respect to any Waived payments and/or benefits that were subject to the Target Companies equityholder vote (the “Section 280G Payments (the “280G Stockholder Approval”), ) or (ii) that the Section 280G Stockholder Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such Waived Section 280G Payments “parachute payments” shall not be made or provided provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Target Companies; equityholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to a minimum of three business days (the “Review Period”) by Buyer, which approval shall not be unreasonably withheld. To the extent they Buyer (or its Affiliates) enters into any arrangements that would cause any amounts to constitute “otherwise qualify as parachute payments”. At least five , such arrangements shall be disregarded for purposes herein unless the Target Companies are provided with a written description (5including all material terms and valuations) days by Buyer prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) end of the Code and Treasury Regulation Section 1.280G-1.Review Period. ​

280G. The Company shall (a) use its commercially reasonable best efforts to secure from each Person who has obtain a waiver of the right to any receive payments or and/or benefits as a result of or in connection with the Transactions that would be deemed to reasonably could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each person who would be a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights and who reasonably might otherwise receive, have received, or have the right or entitlement to some receive any payment or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so benefit that all remaining payments or benefits applicable to such Person shall not would, absent shareholder approval, be deemed to be “excess parachute payments” that would not be deductible payments under Section 280G of the Code, and the Company shall have delivered each such Parachute Payment Waiver to Parent on or before the date on which the shareholder vote pursuant to the immediately following sentence is conducted. Prior to the Closing Date, the Company shall use commercially reasonable efforts to take all actions necessary to conduct a shareholder vote in accordance with the requirements of Section 280G(b)(5) of the Code and (b) submit Treasury Regulations section 1.280G-1, Q&A with respect to any and all stockholders payments and/or benefits subject to a Parachute Payment Waiver that, in the absence of the Company for approval executed Parachute Payment Waivers by the affected persons above, might otherwise result, separately or in the aggregate, in the payment of any Waived amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Payments, such of the Code or that such payments and benefits shall not would be deemed subject to be “parachute payments”an excise tax by reason of Section 4999 of the Code. At least five (5) days prior Prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote the Parent written certification setting forth the results of the stockholders any shareholder vote. Any form of Parachute Payment Waiver, disclosure statement and shareholder consent prepared by the Company was solicited and used in conformance connection with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shareholder vote shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At Parent at least five (5) days prior Business Days in advance of distribution to obtaining the waivers contemplated by this Section 6.15disqualified individuals or Stockholders, as applicable, and prior Parent shall be provided with a reasonable opportunity to seeking such stockholder approval, comment thereon and the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such reasonable comments in good faithwith respect to the same as are provided by Parent. The parties acknowledge that this Section 6.13 shall not apply to any arrangements entered into at the discretion of Parent or between Parent and its Affiliates, on one hand, and a disqualified individual, on the other hand (“Parent Arrangements”), in order with respect to ensure the period following the Closing, unless such Parent Arrangements have been disclosed to the Company at least five (5) Business Days prior to the Closing Date, so that, for the avoidance of doubt, compliance with this Section 6.13 shall be determined as if such Parent Arrangements that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1are not so disclosed had not been entered into.

280G. The Company If required to avoid the imposition of Taxes under section 4999 of the Code and/or non-deductibility of payments or other benefits by reason of Section 280G of the Code, each Investor shall, or shall cause any of its Acquired Entities, as applicable, to (ai) use its reasonable best efforts as soon as reasonably practicable, but in no event later than five (5) Business Days prior to the Closing Date, secure from each Person “disqualified individual” (as defined in Section 280G(c) of the Code) who has a right is entitled to receive any payments payment or benefits benefit to be paid as a result of or in connection with the Transactions transactions contemplated by this Agreement that would be deemed to, separately or in the aggregate, without regard to the measures described herein, constitute “parachute payments” (within the meaning of Section 280G 280G(b)(2) of the Code and the applicable rulings and final regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person thereunder (“Waived Section 280G Payments”), a waiver by such individual of any and all such Section 280G Payments, and (ii) so no later than three (3) Business Days prior to the Closing Date, submit to the stockholders of the Investor, or such Acquired Entity, as applicable, for a vote the right of any such individual to receive all such Section 280G Payments in a manner that all remaining payments satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. No later than four (4) Business Days prior to the Closing Date, such Investor or benefits applicable Acquired Entity shall provide adequate disclosure to stockholders of such Person shall not that hold voting stock of such Person, in form and substance reasonably satisfactory to the other Investor, of all material facts concerning all payments that, but for such vote, could be deemed to be “excess parachute payments” that would not be deductible to any such “disqualified individual” under Section 280G of the Code and (bin a manner that satisfies Section 280G(b)(5)(B)(ii) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder thereunder. Each Investor agrees to provide to the other Investor written drafts of any such stockholder disclosure statement, waivers, and stockholder approval forms that will be provided to disqualified individuals and stockholders in advance of delivering such documents to the disqualified individuals and stockholders, as applicable and allow the other Investor and its representatives a reasonable opportunity to provide comments on such documents, and the Investor or its Acquired Entities, as applicable, seeking consent and their respective representatives shall consider and not unreasonably omit any changes or comments thereto requested by the other Investor or its representatives. Prior to the Closing, the Investor or such Acquired Entity, as applicable, seeking consent shall deliver to the other Investor evidence reasonably acceptable to such other Investor that a stockholder vote was solicited in accordance with the foregoing provisions and that either (A) the requisite number of stockholder approval votes was obtained with respect to any Waived the Section 280G Payments (the “280G Stockholder Approval”), or (iiB) that the 280G Stockholder Approval was not obtained and obtained, and, as a consequence, such Waived the Section 280G Payments Benefits have not been and shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1provided.

280G. The Prior to the Effective Time, the Company shall will (ai) use its reasonable best efforts submit to secure from each Person who has a right all Persons entitled to any payments or benefits vote (as a result of or determined in connection accordance with the Transactions that would be deemed to constitute “parachute payments” (within the meaning of Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer) reasonably believes, in the absence of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all shareholder approval of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to and benefits, could be “excess parachute payments” that would not be deductible under within the meaning of Code Section 280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of all such Persons with respect to the Potential Parachute Payments. Prior to the 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing DateVote, the Company shall use commercially reasonable efforts to cause each “disqualified individual” (as defined in Section 280G(c) of the Code) who might receive any Potential Parachute Payments to execute and deliver to Purchaser evidence reasonably satisfactory the Company an agreement to Purchaser that (i) a vote of waive his or her Potential Parachute Payments unless the stockholders shareholders of the Company was solicited approve such payments in conformance accordance with the requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the a “280G Stockholder ApprovalWaiver”), or (iiand such 280G Waiver shall continue to be in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Stockholder Approval was Waivers entered into by the affected individuals, not obtained and as a consequence, such Waived Section be paid or provided for in any manner. The Company agrees to provide Buyer written drafts of the 280G Payments shall not be made or provided Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining disqualified individuals and the waivers contemplated by this Section 6.15Company’s shareholders, as applicable, and prior allow Buyer a reasonable opportunity to seeking provide reasonable comments on such stockholder approval, documents and the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider incorporate any such reasonable comments in good faith), in order to ensure that Purchaser is satisfied that into the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1documents.

280G. The Company shall (a) use Notwithstanding anything in this Policy to the contrary, in the event that any payment or benefit received or to be received by an Eligible Employee (including any payment or benefit received in connection with a “Change in Control” or the termination of an Eligible Employee’s employment or consultancy, whether pursuant to the terms of this Policy or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part) by the Company or any of its reasonable best efforts to secure from each Person who has a right to any payments subsidiaries or benefits Affiliates making such payment or providing such benefit as a result of Code Section 280G, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or in connection with agreement), the Transactions portion of the Total Payments that would be deemed to do not constitute “parachute payments” (deferred compensation within the meaning of Code Section 280G of the Code 409A shall first be reduced (if necessary, to zero), and the regulations promulgated thereunder) a waiver of such Person’s rights all other Total Payments shall thereafter be reduced (if necessary, to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and zero). (b) submit to all stockholders For purposes of this limitation, (i) no portion of the Company for approval any Waived Total Payments the receipt or enjoyment of which an Eligible Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G Payments280G(b) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, such that such payments in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to an Eligible Employee and benefits shall not be deemed to be “parachute payments”. At least five (5) days selected by the accounting firm which was, immediately prior to the Closing DateChange in Control, the Company Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2), including by reason of Code Section 280G(b)(4)(A); (iii) the Severance Pay payable to an Eligible Employee pursuant to Section 4(a) hereof shall deliver be reduced only to Purchaser evidence reasonably satisfactory the extent necessary so that the Total Payments (other than those referred to Purchaser that in clauses (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the 280G Stockholder Approval was meaning of Code Section 280G(b)(4)(B) or are otherwise not obtained and subject to disallowance as a consequence, such Waived deductions by reason of Code Section 280G G, in the opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall not be made or provided to determined by the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4). (c) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of an Eligible Employee and the Company in applying the terms of this Section 280G(b)(5)(B12, the Total Payments paid to or for an Eligible Employee’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and (ii) a dollar-for-dollar reduction in the Eligible Employee’s taxable income and wages for purposes of federal, state and local income and employment taxes, the Eligible Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of (x) the excess of the Total Payments paid to or for the Eligible Employee’s benefit over the Total Payments that could have been paid to or for the Eligible Employee’s benefit without any portion of such Total Payments being subject to the Excise Tax; and (y) interest on the amount set forth in clause (x) of this sentence at the rate provided in Code and Treasury Regulation Section 1.280G-11274(b)(2)(B) from the date of the Eligible Employee’s receipt of such excess until the date of such payment.

280G. The Company Prior to the First Closing Date, Parent shall (a) use its reasonable best efforts to secure from cause each applicable Acquired Company and Total Care Entity to submit and recommend for approval to a stockholder vote the right of any Person who has is a right “disqualified individual” (as defined in Section 280G(c) of the Code) of the applicable Acquired Company and Total Care Entity (a “Disqualified Individual”) to receive or retain, as applicable, any payments or and benefits as a result of or in connection with the Transactions that would may be deemed to constitute considered “parachute payments” (within the meaning of Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Parachute Payments”) to the extent necessary so that all remaining payments or benefits applicable to no payment received by such Person shall not Disqualified Individual would be deemed to be an “excess parachute paymentspayment” that would not be deductible under Section 280G 280G(b) of the Code and (bdetermined without regard to Section 280G(b)(4) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faithCode), in order to ensure a manner that Purchaser is satisfied that satisfies the stockholder approval will be sought in accordance with requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulation Section 1.280G-1Regulations promulgated thereunder (such vote, the “280G Vote”). Prior to obtaining the 280G Vote, and at least one (1) week prior to the First Closing Date, Parent shall provide Buyer with a draft of all material documents related to the 280G Vote, including any disclosure documents and “disqualified individual” waivers and Buyer shall provide Parent with all information and documents reasonably necessary to allow Parent to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or Contract entered into or negotiated by Buyer or any of its Affiliates, together with all other Parachute Payments could reasonably be considered to be Parachute Payments. Parent shall cause each applicable Acquired Company and Total Care Entity to incorporate into such documents any reasonable comments that are timely provided by Buyer.

280G. The To the extent that any "disqualified individual" (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that reasonably would be expected to be deemed to constitute "parachute payments" (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company shall will, prior to the Closing Date, (a) use its reasonable best efforts to secure solicit from each Person who has the Company reasonably believes is, with respect to the Company, a right "disqualified individual," a waiver of such disqualified individual's rights to any some or all of such payments or benefits as a result of or in connection with (the Transactions "Waived 280G Benefits"), so that would any remaining payments and/or benefits will not be deemed to constitute “be "excess parachute payments” " (within the meaning of Section 280G of the Code and the regulations thereunder), and (b) thereafter, with respect to each individual who executes the waiver described in clause (a), submit to a vote of the equityholders of the Company entitled to vote on such matters, in the manner intended to satisfy the requirements under Section 280G(b)(5) of the Code and the regulations promulgated thereunder) a waiver , the right of any such Person’s rights disqualified individual to some or all of such payments or benefits applicable to such Person (“receive the Waived Section 280G Payments”) so Benefits. In no event will this Section 6.12 be construed to require the Company to compel any disqualified individual to waive any existing rights under any Contract or arrangement that all remaining payments such disqualified individual has with the Company or benefits applicable to such Person shall not its Affiliates, and in no event will the Company be deemed to be “excess parachute payments” in breach of this Section 6.12 if any such disqualified individual refuses to waive any such rights. The Company will provide drafts of such waivers and disclosure and approval materials to Parent for its review and comment no later than three (3) Business Days prior to soliciting such waivers and soliciting such approval, and the Company shall consider all such comments in good faith and incorporate all such comments into such waivers and disclosure and applicable materials to the extent reasonable. To the extent that would not any Contract, agreement or plan will be deductible under entered into by, or at the direction of, Parent and/or any of its Affiliates and a disqualified individual at or prior to the Closing, Parent shall provide a copy of such Contract, agreement or plan to the Company at least ten (10) Business Days before the Closing and cooperate with the Company in good faith in order to calculate or determine the value (for purposes of Section 280G of the Code and (bCode) submit to all stockholders of any payments or benefits granted or contemplated therein that may constitute, individually or in the aggregate with other payments and/or benefits, "parachute payments". If any of the Company for approval any Waived Section 280G PaymentsBenefits fail to be approved as contemplated above, such that such payments and benefits shall Waived 280G Benefits will not be deemed to be “parachute payments”paid or provided. At least five (5) days To the extent applicable, prior to the Closing Date, the Company shall will deliver to Purchaser Parent evidence reasonably satisfactory acceptable to Purchaser Parent that (i) a vote of the stockholders equityholders of the Company was solicited in conformance accordance with the foregoing provisions of this Section 280G 6.12 and that either (i) the requisite number of votes of the Code and equityholders of the regulations promulgated thereunder and the requisite stockholder approval Company was obtained with respect to any the Waived Section 280G Payments Benefits (the “"280G Stockholder Approval”"), or (ii) the 280G Stockholder Approval was not obtained and obtained, and, as a consequenceresult, such no Waived Section 280G Payments shall not Benefits will be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1provided.

280G. The No later than the twelfth (12th) day following the date of this Agreement, the Company shall (a) use its reasonable best efforts to secure from each Person who has obtain a waiver of the right to any receive payments or benefits as a result of or in connection with the Transactions that would be deemed to could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Company and/or Parent reasonably believes is, with respect to the Company and its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess receive any parachute payments” that would not be deductible payment under Section 280G of the Code Code, and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, shall deliver each such that such payments and benefits shall not be deemed Parachute Payment Waiver to be “parachute payments”Parent on or before the Closing. At least five No later than the fifteenth (515th) days prior to day after the Closing Datedate of this Agreement, the Company shall deliver hold a meeting of its stockholders to Purchaser evidence reasonably satisfactory vote upon the 280G Shareholder Vote (as defined below); provided that the Company may, at the time during such meeting, adjourn such meeting to Purchaser that (i) a vote another date and time for any reason. The Company shall use its reasonable best efforts to obtain the approval by such number of the stockholders shareholders of the Company was solicited in conformance with as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect inapplicable to any Waived and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons herein, might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Payments of the Code, with such stockholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (the “280G Stockholder ApprovalShareholder Vote”), or . The Company shall forward to Parent at least seven (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (57) days prior to obtaining the waivers contemplated by this Section 6.15date on which the Company intends to obtain the Parachute Payment Waivers, and prior allow Parent to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment upon, prior to submission to the shareholders of the Company, copies of all documents (including any 280G analysis) prepared for purposes of complying with this provision and shall consider any such comments in good faith). The Company shall require such vote with respect to approval be received at least one day prior to Closing and use its reasonable best efforts to collect all votes by such date. For purposes of this Section 6.9, in order to ensure that Purchaser if the last day of any such time period set forth herein is satisfied that a non-Business Day, the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of period shall end on the Code and Treasury Regulation Section 1.280G-1next succeeding Business Day.

280G. The Company shall Prior to the Closing, to the extent that any “disqualified individual” (awithin the meaning of Section 280G) use its reasonable best efforts to secure from each Person who has a the right to receive or retain any payments or benefits as a result of or in connection with the Transactions transactions contemplated by this Agreement that reasonably would be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of G), the Code Company will (a) solicit and use reasonable best efforts to obtain, from each such person whom the regulations promulgated thereunder) Company reasonably believes is a “disqualified individual,” a waiver of all or a portion of such Persondisqualified individual’s rights or potential rights to some or all of any such payments or benefits applicable to such Person (the “Waived Section 280G PaymentsBenefits”) so ), such that all none of the remaining payments or benefits applicable to such Person shall not disqualified individual would be deemed to be “excess parachute payments” that would not be deductible pursuant to Section 280G, and (b) thereafter, with respect to each disqualified individual who executes the waiver described in clause (a), submit for approval the right of any such disqualified individual to receive or retain the Waived 280G Benefits to a vote of the holders of the applicable voting securities of the Company entitled to vote on such matters (the “Voting Security Holders”), in the manner intended to satisfy the requirements under Section 280G 280G(b)(5) of the Code and (b) submit the regulations and guidance promulgated thereunder. Prior to all stockholders soliciting the waivers of the Company for approval any Waived Section 280G PaymentsBenefits, such the Company shall provide to Purchaser copies of the calculations and drafts of the waivers, disclosure and other approval materials for Purchaser’s review and comment. To the extent that such payments and benefits shall not be deemed any Contract, agreement, plan or arrangement is planned to be “parachute payments”. At entered into by, or at the direction of, the Company or any of its Affiliates and a disqualified individual at or prior to Closing, the Company shall provide a copy of such draft Contract, agreement, plan or arrangement to Purchaser at least five (5) days prior to Business Days before the Closing DateDate for review and comment, and such Parties will cooperate in good faith in order to agree on such terms, if applicable. To the extent applicable, at Closing, the Company shall will deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company applicable Voting Security Holders was solicited in conformance accordance with the foregoing provisions of this Section 280G 7.2 and that either (i) the requisite number of votes of the Code and the regulations promulgated thereunder and the requisite stockholder approval Voting Security Holders was obtained with respect to any the Waived Section 280G Payments Benefits (the “280G Stockholder Approval”), ) or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1obtained.

280G. The Company shall (a) The Share Seller shall cause the Group Companies to use its commercially reasonable best efforts to secure from each Person who has obtain prior to the initiation of the requisite shareholder approval procedure under Section 6.12(b), a waiver of the right to any receive payments or benefits as a result of that could, separately or in connection with the Transactions that would be deemed to aggregate, constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Share Seller and/or the Buyers reasonably believes is, with respect to the Group Companies, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver ), as determined immediately prior to the initiation of such Person’s rights the requisite shareholder approval procedure under Section 6.12(b), and whom the Share Seller and/or the Buyers reasonably believes might otherwise receive, have received, or have the right or entitlement to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess receive any parachute payments” that would not be deductible payment under Section 280G of the Code Code, and (b) submit the Share Seller shall have delivered each such Parachute Payment Waiver to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least Buyers no later than five (5) days Business Days before the Closing Date. Such determination shall be subject to review and approval by the Buyers (such approval not to be unreasonably withheld, conditioned or delayed). (b) As soon as reasonably practicable following the execution of this Agreement (but in no event later than five (5) Business Days prior to the Closing DateClosing), the Company Share Seller shall deliver cause the Group Companies to Purchaser evidence reasonably satisfactory use their respective reasonable best efforts to Purchaser that (i) a vote obtain the approval by such number of shareholders of the stockholders Group Companies as is required by the terms of Section 280G(b)(5)(B) of the Company was solicited in conformance with Code so as to render the parachute payment provisions of Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect inapplicable to any Waived and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 6.12(a), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Payments (of the “280G Stockholder Approval”)Code, or (ii) the 280G Stockholder Approval was not with such shareholder approval to be obtained and as in a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts manner which satisfies all applicable requirements of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulation Regulations thereunder, including Q-7 of Section 1.280G-11.280G-1 of such Treasury Regulations. (c) The form of Parachute Payment Waiver, disclosure document, calculations related to the foregoing and any other materials to solicit any shareholder vote contemplated by Section 6.12(b), shall each be in a form reasonably acceptable to the Buyers.

280G. The Company shall prior to the Closing Date, seek to obtain the approval of the Stockholders (a) use its reasonable best efforts to secure from each Person who has a right to any payments or benefits as a result of or in connection accordance with the Transactions that would be deemed to constitute “parachute payments” (within the meaning requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunderpursuant thereto) with respect to any payments to be made by the Company and its Subsidiaries with respect to arrangements in place at the Closing that would, absent Stockholder approval (“Stockholder Approval”), be excess parachute payments as a waiver result of the transactions contemplated hereby. Such Stockholder Approval shall include any contract, agreement, or plan entered into by Parent, the Company or any of their Affiliates and a “disqualified individual” (as defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date, provided that Parent shall provide a copy of such Person’s rights contract, agreement or plan to some the Company and the Representative at least 15 days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or all determine the value (for the purposes of such Section 280G of the Code) of any payments or benefits applicable to such Person (granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute paymentspayment” that would not be deductible under Section 280G of the Code and (b) submit Code. Prior to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of use commercially reasonable efforts to obtain waivers from such waivers individuals, such that unless such payments are approved by the Stockholders to the extent and such stockholder approval materials to Purchaser for its review in the manner required under Sections 280G(b)(5)(A)(ii) and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code Code, no such payments shall be made. Copies of all disclosures, waivers, consent, and Treasury Regulation voting materials used in connection with the foregoing shall be provided to Parent at least three (3) Business Days in advance of distribution to stockholders or the disqualified individuals, as applicable, and Parent shall be provided with a reasonable opportunity to comment thereon (and the Company will include in such materials any reasonable comments provided by Parent). The Company shall provide to Parent at or prior to the Effective Time evidence reasonably satisfactory to Parent that the Company has satisfied its obligations under this Section 1.280G-110.02. For the avoidance of doubt, the Closing shall not be conditioned on such vote described in this Section 10.02 occurring or receiving Stockholder approval for any such payments.

280G. The Company shall To the extent that any “disqualified individual” (awithin the meaning of Section 280G(c) use its reasonable best efforts to secure from each Person who of the Code and the regulations thereunder) has a the right to receive any payments or benefits as a result that are contingent (within the meaning of or in connection with Section 280G of the Transactions Code) on the transactions contemplated by this Agreement and that would could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder) (the “Section 280G Payments”), then, prior to the Closing the Company shall, or shall cause the applicable Affiliate to, use commercially reasonable best efforts to (i) solicit and obtain from each individual who is, as of the Closing Date, a “disqualified individual” a waiver of such disqualified individual’s rights, subject to the approval described in clause (ii) below, to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), and (ii) with respect to each individual who executes the waiver described in clause (i), submit to a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible vote in the manner required under Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (bincluding Q&A-7 of Treasury Regulations § 1.280G-1), the right of any such “disqualified individual” to receive the Waived 280G Benefits. In connection with the foregoing, Purchaser (a) submit will, no later than ten (10) Business Days prior to all stockholders the Closing Date, provide the Company with any contract, agreement or plan entered into by the Purchaser (or at the direction of the Company for approval Purchaser) and a disqualified individual (or reasonably be expected to be entered into at or prior to the Closing Date) the (the “Purchaser Arrangements”) to determine whether any Waived Section 280G Paymentspayments made or to be made, or benefits granted or to be granted, pursuant to such that such payments and benefits shall not Purchaser Arrangements could reasonably be deemed considered to be “parachute payments”. At ” within the meaning of Section 280G(b)(2) of the Code, and (b) shall cooperate with the Company in good faith to provide the Company with information necessary for the Company to make such determination and for the Company to prepare the required disclosure at least five (5) days Business Days prior to the Company obtaining the waivers and soliciting the vote as set forth in this Section 5.19. In any event, the Purchaser’s failure to provide the Purchaser Arrangements pursuant to the terms of this Section 5.19, for any reason, will not by itself result in a breach of the covenants set forth in this Section 5.19 by the Company. At least one (1) Business Day prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote documents evidencing the results of such vote. If any of the stockholders of the Company was solicited in conformance with Section Waived 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect Benefits fail to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and be approved as a consequencecontemplated above, such Waived Section 280G Payments Benefits shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”provided. At least five three (53) days Business Days prior to obtaining the soliciting such waivers and soliciting such stockholder approval as contemplated by in this Section 6.15, and prior to seeking such stockholder approval5.19, the Company shall provide to Purchaser drafts of such waivers and such stockholder approval materials to Purchaser for its (including the calculations and analysis supporting such documentation)for Purchaser’s review and comment (reasonable opportunity to comment, and the Company shall in good faith consider any such comments comments. Nothing contained in good faith), in order this Section 5.19 shall be deemed to ensure that Purchaser is satisfied that require (i) the stockholder approval will be sought in accordance with Section 280G(b)(5)(BCompany to obtain a waiver from any “disqualified individual” or (ii) any specific outcome of the Code and Treasury Regulation vote described in this Section 1.280G-15.19.

280G. The Prior to the Closing, the Company shall (a) use its reasonable best efforts to secure (a) obtain an executed waiver from each Person who has is a right to “disqualified individual” (as defined in Section 280G of the Code) of that portion of any payments or economic benefits as a result of received or payable to such Person that could, individually or in connection with the Transactions that would be deemed to aggregate, constitute “parachute payments” (within as defined in Section 280G(b) of the meaning of Section Code) (the “Waived 280G Benefits”) and (b) solicit the approval of its equityholders of any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder. The Company shall forward to Parent at least three (3) a days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 5.8 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for Parent’s review and comment, and the Company shall incorporate all reasonable comments received from Parent on such documents prior to the distribution to the intended recipients. Prior to the Closing, the Company shall deliver to Parent evidence of the results of such Personvote. Such equityholder approval, if obtained, shall establish the disqualified individual’s rights right to some receive or all of such payments or benefits applicable to such Person (“retain the Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G PaymentsBenefits, such that if such payments equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. For the avoidance of doubt, with respect to any Parent Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, Parent and/or its Affiliates, on the one hand, and benefits shall not be deemed a “disqualified individual,” on the other hand, on or prior to be “parachute payments”. At least five (5the Closing Date) days of which the Company is aware prior to the Closing Date, the Company shall deliver cooperate with Parent in good faith to Purchaser evidence reasonably satisfactory to Purchaser that calculate or determine the value (i) a vote for purposes of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to any Waived constitute a “parachute payment” under Section 280G Payments of the Code, and incorporate such Parent Arrangements (defined as any arrangement agreed upon or entered into by, or at the direction of, Parent and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) into its calculations and 280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder equityholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1process described above.

280G. The No later than five (5) Business Days prior to the Closing, the Company shall will (ai) use its reasonable best efforts submit to secure from each Person who has a right all Persons entitled to any payments or benefits vote (as a result of or determined in connection accordance with the Transactions that would be deemed to constitute “parachute payments” (within the meaning of Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer following provision to Buyer of the Code Company’s calculations and supporting documentation) reasonably believes, in the regulations promulgated thereunder) a waiver absence of such Person’s rights to some or all shareholder approval of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to and benefits, could be “excess parachute payments” that would not be deductible under within the meaning of Code Section 280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of all such Persons with respect to the Potential Parachute Payments. Prior to the 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing DateVote, the Company shall use commercially reasonable efforts to cause each “disqualified individual” (as defined in Section 280G(c) of the Code) who might receive any Potential Parachute Payments to execute and deliver to Purchaser evidence reasonably satisfactory the Company an agreement to Purchaser that (i) a vote of waive his or her Potential Parachute Payments unless the stockholders shareholders of the Company was solicited approve such payments in conformance accordance with the requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the a “280G Stockholder ApprovalWaiver”), or (iiand such 280G Waiver shall continue to be in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Stockholder Approval was Waivers entered into by the affected individuals, not obtained and as a consequence, such Waived Section be paid or provided for in any manner. The Company agrees to provide Buyer written drafts of the 280G Payments shall not be made or provided Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining disqualified individuals and the waivers contemplated by this Section 6.15Company’s shareholders, as applicable, and prior allow Buyer a reasonable opportunity to seeking provide reasonable comments on such stockholder approval, documents and the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider incorporate any such reasonable comments in good faith), in order to ensure that Purchaser is satisfied that into the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1documents.

280G. The (i) To the extent applicable, the Company will seek to obtain, from each individual who would reasonably be expected to constitute a “disqualified individual” with respect to the Company (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder) and who could reasonably be expected to receive “parachute payments” (within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations promulgated thereunder) (such payments, “Section 280G Payments”), a waiver of such individual’s right to receive or retain such portion (which may be all) of such Section 280G Payments as is necessary to ensure that such individual will not receive or retain any parachute payments in excess of 2.99 times such individual’s “base amount” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder) in the absence of the Shareholder approval contemplated herein. (ii) Prior to the Closing Date, the Company shall (asubmit to its Shareholders for approval, in a manner meeting the requirements of Section 280G(b)(5)(B) use its reasonable best efforts to secure from each Person who has a right to of the Code and the applicable rulings and final regulations promulgated thereunder, any and all payments or benefits as with respect to any disqualified individual that has executed a result of waiver pursuant to Section 7.1(b)(i) (including all such payments or benefits described in information that is provided by Acquiror pursuant to this Section 7.1(b)(ii)) and that, separately or in connection with the Transactions that would aggregate, could reasonably be deemed expected to constitute Section 280G Payments in the absence of such Shareholder approval, and the Shareholder vote on such approval (the “280G Vote”), such that no such Section 280G Payments will constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder). No later than five (5) a waiver Business Days prior to the anticipated Closing Date, the Company shall provide the Acquiror with an accurate and complete list of such Person’s rights all disqualified individuals with respect to some the Company (each an “Identified Disqualified Individual”). No later than five (5) Business Days prior to the anticipated Closing Date, Acquiror shall provide the Company with information reasonably necessary to allow the Company to determine whether any payments made or all of such payments to be made or benefits applicable granted or to such Person (“Waived be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates, together with any other relevant payments and benefits, would reasonably be expected to constitute Section 280G Payments”) so that all remaining Payments for any Identified Disqualified Individual in the absence of Shareholder approval as described above (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date); it being understood that, to the extent excise taxes are imposed upon a disqualified individual under Section 4999 of the Code and/or the Acquiror or its Affiliates are disallowed from deducting expenses for payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible a disqualified individual under Section 280G of the Code solely due to Acquiror’s failure to timely provide information required by this sentence with respect to such disqualified individual and (b) submit not due to all stockholders of any contributing failure by Company or the Shareholders, neither the Company for approval any Waived nor the Shareholders shall be considered to be in violation of this covenant and/or the representations relating to Section 280G Payments, of the Code with respect to such that such payments and benefits shall not be deemed to be “parachute payments”. At least excise taxes or disallowed deductions. (iii) No later than five (5) days Business Days prior to the anticipated Closing Date, the Company shall deliver provide to Purchaser evidence reasonably satisfactory to Purchaser that Acquiror (ior its counsel) a vote drafts of the stockholders of the Company was solicited in conformance with Section 280G of the Code consent, waiver, disclosure statement and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect calculations necessary to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) effectuate the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (Vote process and shall consider incorporate all of Acquiror’s reasonable comments, including as they relate to any such comments Acquiror arrangements that may be entered into in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance connection with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1Closing.

280G. The To the extent that the Company determines that Section 280G of the Code is applicable to the Transactions, the Company shall (a) use its reasonable best efforts to secure from request that each Person who has (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the Transactions that would be deemed to could constitute “parachute payments” (within the meaning of under Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived 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 or and benefits applicable to such Person Disqualified Individual shall not be deemed to be “excess a parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Waived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15payment, and prior accepting in substitution for the Waived Benefits the right to seeking such stockholder approval, receive the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments Waived Benefits only if approved by the Stockholders in good faith), in order to ensure a manner that Purchaser is satisfied that the stockholder approval will be sought in accordance complies with Section 280G(b)(5)(B) of the Code Code. In connection with the foregoing, to the extent that any contract, agreement, or plan is entered into by Parent or its Affiliates and Treasury Regulation a Disqualified Individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Purchaser Arrangements”), Parent shall provide the Company with a copy of such contract, agreement or plan 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 in accordance with this Section 1.280G-17.05 for approval by the Stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code; provided that in no event shall this Section 7.05 be construed to require the Company (or 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 Company or any of its Affiliates or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 7.05 if any such Disqualified Individual refuses to waive any such rights or if the Stockholders fail to approve any Waived Benefits. The Company shall provide Parent and its counsel with a copy of the waiver agreement and the disclosure statement contemplated by this Section 7.05 at least five (5) Business Days prior to delivery to each Disqualified Individual and the Stockholders of such waiver agreement and disclosure statement, respectively, and the Company shall incorporate any changes reasonably requested by Parent or its counsel.

280G. The At least ten (10) Business Days prior to the Closing, the Company shall (a) will use its reasonable best efforts to secure obtain, from each Person who has to whom any payment or benefit is required or proposed to be made that could constitute a right to any payments or benefits as a result of or in connection with the Transactions that would be deemed to constitute “parachute paymentspayment” (within the meaning of as defined in Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunderCode) a waiver of written agreement waiving such Person’s rights right to receive or retain some or all of such payments payment or benefits applicable to such Person benefit (the “Waived Section 280G PaymentsBenefit”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be a “excess parachute paymentspayment” that would not be deductible under Section 280G of the Code and Code. As soon as practicable thereafter but in any event at least three (b3) Business Days prior to the Closing, the Company shall submit to all for the approval of the stockholders of the Company for approval any Waived Section 280G Paymentsentitled to vote on such matter, such that such all payments and benefits shall not be deemed that have been conditioned on the receipt of such approval (along with adequate disclosure intended to be “parachute payments”satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder). At least five (5) days Business Days prior to soliciting such waivers and approval described herein, the Closing DateCompany shall provide its analyses, supporting documentation and drafts of such waivers, disclosure and approval materials to Acquiror for its review and comment, which comments shall be considered by the Company in good faith. Prior to the Closing, the Company shall deliver to Purchaser Acquiror evidence reasonably satisfactory acceptable to Purchaser Acquiror that (i) a vote of holders of the stockholders equity interests of the Company was solicited in conformance accordance with the requirements of Section 280G of the Code and the regulations promulgated thereunder foregoing provisions of this Section 6.7 and that either (i) the requisite stockholder approval number of votes approving the Waived Benefit was obtained with respect to any Waived Section 280G Payments from the holders of the equity interests of the Company (the “280G Stockholder Approval”), ) or (ii) the 280G Stockholder Approval was not obtained and obtained, and, as a consequenceresult, such no Waived Section 280G Payments Benefit shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1.or

280G. To the extent the Company determines that any payment resulting from the transactions contemplated under this Agreement is reasonably likely, without regard to the measures described in this Section 6.13, to payments that are not deductible under Section 280G of the Code, the following provisions shall apply: (a) The Company shall seek and deliver to Buyer, prior to the initiation of the 280G Approval (aas defined below), a waiver (a “Parachute Payment Waiver”) use its reasonable best efforts to secure from each Person who has a right who, with respect to any payments Company Entity and any Company Entity affiliated group member (as defined under Section 280G(d)(5) of the Code), is a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the 280G Approval (as defined below), and who might otherwise receive, have received, or benefits as a result of have the right or in connection with the Transactions that would be deemed entitlement to constitute receive any “parachute paymentspayment” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as a waiver result of the transactions contemplated under this Agreement. Pursuant to the Parachute Payment Waiver each such Person will agree that, unless the 280G Approval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, to waive any and all right or entitlement to receive or retain the payments, acceleration of vesting and/or other benefits that could otherwise constitute “parachute payments” to the extent the aggregate present value thereof exceeds three times such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute paymentsbase amount” that would not be deductible under less $1, determined in accordance with Section 280G of the Code and the regulations promulgated thereunder. (b) At least two (2) Business Days prior to the Closing Date, the Company shall submit to all stockholders shareholders of the relevant Company Entity or Company Entity affiliated group member (as defined under Section 280G(d)(5) of the Code) for approval any Waived a vote of all such waived payments in a manner such that, if such vote is adopted by the shareholders in a manner which satisfies Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (including, without limitation, to the extent applicable, the requirement that a separate vote of the holders of equity interests of certain “entity shareholder” occur), no payment or benefit received by such “disqualified individual” would be a “parachute payment” for purposes of Section 280G Paymentsof the Code (the “280G Approval”). The taking of any such vote to obtain the 280G Approval, including all materials and information that are provided to the members in connection with such that such payments vote, shall have complied with applicable laws and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing Date, the Company shall deliver to Purchaser Buyer evidence reasonably satisfactory to Purchaser that such vote was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval Approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”)obtained, or (ii) the 280G Stockholder Approval was not obtained obtained, and as a consequence, such Waived Section 280G Payments the parachute payments subject to the Parachute Payment Waivers shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five provided. (5c) days prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the The Company shall provide drafts the Buyer with the opportunity to review, comment on, and approve all aspects of such waivers and such stockholder approval materials any documentation required to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought provided in accordance with this Section 280G(b)(5)(B6.13 and shall provide such documentation to the Buyer at least (3) Business Days prior to its submission to the disqualified individuals or shareholders, as applicable. The Company shall revise any such documentation to incorporate all reasonable comments of the Code and Treasury Regulation Section 1.280G-1Buyer prior to the delivery of such documentation to the disqualified individuals or shareholders, as applicable.

280G. The Promptly following the execution of this Agreement, the Company shall (a) use its reasonable best efforts to secure obtain and deliver to Parent a waiver agreement, in the form approved by Parent (each, a “280G Waiver”), from each Person who has the Company, in consultation with Parent, reasonably believes is a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite approval of the holder of Company Capital Stock of such parachute payments is obtained pursuant to this section. Promptly following the delivery by the Company to Parent of each 280G Waiver described in this section, the Company shall submit to the holders of the Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) by such number of shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code any payments or benefits as that are subject to a result of 280G Waiver and that the Company, in consultant with Parent, determines may separately or in connection with the Transactions that would be deemed to aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders of the Company for approval any Waived Section 280G Payments), such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days ” under Section 280G of the Code, and prior to the Closing Date, Effective Time the Company shall deliver to Purchaser Parent evidence reasonably satisfactory to Purchaser that Parent (i) that a vote of the stockholders holders of the Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder (the “280G Vote”), and the requisite stockholder approval of the holders of Company Capital Stock was obtained with respect to any Waived Section payments or benefits that were subject to such 280G Payments Vote (the “280G Stockholder Approval”), or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such Waived Section 280G Payments “parachute payments” shall not be made or provided provided, pursuant to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days 280G Waivers of those payments or benefits which were executed by the affected individuals prior to obtaining the waivers contemplated by this Section 6.15, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1280G Vote.