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 will (a) ), no later than three days prior to the Closing Date, use its commercially reasonable best efforts to secure obtain from each Person “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) who has a right is entitled to receive any payments or benefits as that could constitute a result of or in connection with the Transactions that would be deemed to constitute “parachute paymentspayment” (within the meaning of Section 280G(b)(2)(A) of the Code) (each such person, a “280G of the Code and the regulations promulgated thereunderIndividual”) a waiver of such Person280G Individual’s rights to some or all of such payments or benefits applicable to such Person (the “Waived Section 280G PaymentsBenefits”) so that all remaining payments or benefits applicable to such Person and/or benefits, if any, 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 with respect to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders of the Company was solicited in conformance with Section each 280G Individual who agrees to the waiver described in clause (a), submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and the any regulations promulgated thereunder and thereunder) the requisite stockholder approval was obtained with respect to right of any Waived Section such 280G Payments (Individual to receive the “Waived 280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained Benefits. Prior to soliciting such waivers 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 (including the written consent of stockholders in lieu of special meeting of stockholders) to the Purchaser for its review (including the ability to review source information) and comment approval (and shall consider any such comments in good faith), in order to ensure that Purchaser is satisfied that the stockholder which approval will not be sought unreasonably withheld, conditioned or delayed). Purchaser and its Affiliates agree to not provide or enter into any arrangement, separately or in accordance the aggregate with Section 280G(b)(5)(B) of any existing arrangements, with any disqualified individual on or prior to the Code and Treasury Regulation Section 1.280G-1Closing Date that would provide for any “parachute payments.”

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 Company At least five (5) Business Days prior to the Closing Date, the Sellers shall (ai) use its their commercially reasonable best efforts to secure obtain from each Person Offered Employee who has is “disqualified individual” (as defined in Section 280G(c) of the Code) a right to waiver by such individual of any and all Seller 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 and Code) to the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of extent necessary so that such payments or and benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such Person shall would not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (bii) submit to all its 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 all such waived payments in a manner such that, if such vote is adopted by the stockholders of the Company was solicited Sellers 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 satisfies the stockholder approval will be sought in accordance with requirements under Section 280G(b)(5)(B) of the Code and Treasury Regulation regulations promulgated thereunder, no payment received from the Sellers by such Offered Employee who is a “disqualified individual” would be a “parachute payment” under Section 1.280G-1280G(b) of the Code. The Sellers agree to provide to Buyer written drafts of the shareholder disclosure statement, waivers, and stockholder approval forms that will be provided to disqualified individuals and stockholders at least three (3) Business Days in advance of delivering such documents to the disqualified individuals and stockholders, as applicable, and allow Buyer and its representatives an opportunity to provide comments on such documents which comments the Sellers shall reasonably consider and include.

280G. The Promptly following the execution of this Agreement, the Company shall submit to the Transferors for approval (ain a manner reasonably satisfactory to Acquiror), in accordance with Section 280G(b)(5)(B) use its reasonable best efforts to secure from each Person who has a right to 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 Acquiror, 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 five (5) days Section 280G Payments, and prior to the Closing DateClosing, the Company shall deliver to Purchaser evidence Acquiror notification and documentation reasonably satisfactory to Purchaser Acquiror 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 approval was obtained with respect to any Waived Section 280G Payments payments and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”), or (iib) that the 280G Stockholder 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, 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-17.13.

280G. The Prior to the Closing, the Company shall (a) use its reasonable best efforts to secure (i) 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 (ii) 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 the Buyer at least seven days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) a waiver for the Buyer’s review and comment, and the Company shall incorporate all reasonable comments received from the Buyer on such documents at least two days prior to the distribution to the intended recipients. Prior to the Closing, Archaea shall deliver to the Buyer 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 Buyer Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 Buyer 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 Buyer Arrangements (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 Prior to the Closing, the Company shall (a) use its reasonable best efforts to secure (i) 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 (ii) 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 the Buyer at least seven (7) a days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for the Buyer’s review and comment, and the Company shall incorporate all reasonable comments received from the Buyer on such documents at least two (2) days prior to the distribution to the intended recipients. Prior to the Closing, the Company shall deliver to the Buyer 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 Buyer Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 Buyer 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 Buyer Arrangements (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 Company shall (a) The Partnership shall use its commercially reasonable best efforts to secure from each Person who has obtain, prior to the initiation of the requisite equityholder approval procedure under Section 6.17(b) below, 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 Code Section 280G and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Partnership reasonably believes is a “disqualified individual” (within the meaning of Code Section 280G of the Code and the regulations promulgated Treasury Regulations thereunder), and who the Partnership believes might otherwise receive, have received, or have the right or entitlement to receive, any parachute payment under Code Section 280G, and the Partnership shall have delivered each such Parachute Payment Waiver to Parent on or before the Closing Date. (b) a waiver Prior to the Closing, the Partnership shall initiate the procedure to obtain, and shall use its commercially reasonable efforts to obtain, the equityholder approval as is required by Code Section 280G(b)(5)(B) so as to render the parachute payment provisions of such Person’s rights to some or all of such payments or benefits applicable to such Person (“Waived Code Section 280G Payments”inapplicable to any 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 6.17(a) so that all remaining payments above, might otherwise result, separately or benefits applicable to such Person shall not be deemed to be “excess parachute payments” in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible under by reason of Code Section 280G of the Code and (b) submit to all stockholders of the Company for G, with such equityholder 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) obtained in 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 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 Code Section 280G(b)(5)(B) of and the Code and Treasury Regulation Section 1.280G-1Regulations thereunder.

280G. The Company shall (a) at least five (5) Business Days prior to the Closing, use its commercially reasonable best efforts to secure obtain from each Person who has a right to whom any payments or benefits as a result of are required or proposed to be made in connection with the Transactions consummation of the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of under Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunder(each such Person, a “Disqualified Individual”) a waiver of written agreement waiving such PersonDisqualified Individual’s rights right to receive some or all of such payments or benefits applicable to such Person (the “Waived Section 280G PaymentsBenefits”) ), to the extent necessary so that all remaining payments or and benefits applicable to such Person Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to be “excess parachute payments” that would not be deductible under Section 280G receive the Waived Benefits only if approved by the Board of the Code and (b) submit to all stockholders Managers of the Company for approval any Waived Section 280G Payments, such in a manner 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 complies with Section 280G(b)(5)(B) of the Code Code, and Treasury Regulation (b) at least one day after obtaining such waivers and prior to the Closing, submit for the approval of the Board of Managers of the Company, the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 1.280G-15.06, and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Board of Managers of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. The Company will provide the Buyer and its counsel with a copy of the waiver agreement and the disclosure statement prepared in connection with the actions contemplated by this Section 5.06 at least three (3) Business Days prior to delivery to each Disqualified Individual and the Board of Managers of the Company of such waiver agreement and disclosure statement, respectively, for review and comment.

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 the Buyer at least three days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.16 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) a waiver for the Buyer’s review and comment, and the Company shall incorporate all reasonable comments received from the Buyer on such documents prior to the distribution to the intended recipients. Prior to the Closing, the Company shall deliver to the Buyer 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 Buyer Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 Buyer 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 Buyer Arrangements (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer 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 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 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 Company shall (ai) use its reasonable best efforts take all actions necessary to secure obtain 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 stockholder 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 stockholder 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 or would result in the imposition of excise Taxes under Section 4999 of the Code upon such disqualified individual, and (bii) submit deliver to all the Company’s stockholders a disclosure statement that satisfies the disclosure obligations under Section 280G(b)(5)(B) of the Code and solicit the approval of the Company’s stockholders under Section 280G(b)(5)(B). Neither the Company nor any of the Company’s Subsidiaries shall make any such excess parachute payments that are not so approved. The Company shall provide Parent with a copy of the form of such waiver, such disclosure statement, and the stockholder written consent for Parent’s 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 stockholders, respectively. Within two (2) Business Days following the date of this Agreement, with respect to each “disqualified individual” of the Company, the Company shall provide to Parent a customary Section 280G analysis prepared by or on behalf of the Company for approval any Waived Section 280G Payments, such that such includes the Company’s good faith estimate of all payments and benefits shall 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. If requested by Parent not be deemed to be “parachute payments”. At least less than five (5) days Business Days prior to the Closing Date, the Company shall deliver update such analysis to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote reflect the impact of the stockholders of the Company was solicited in conformance with Section 280G of the Code payments and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect benefits to be provided by Parent pursuant to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained agreement entered into between Parent 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-1disqualified individual.

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 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 five (5) 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 the 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 the Acquiror. At least three (3) business days prior to obtaining any waiver or soliciting stockholder approval, the Company for approval shall provide the 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 the 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 the Acquiror. At least five (5) days prior Prior to the Closing Date, if applicable, the Company shall deliver to Purchaser the 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 5.8 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 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 Company shall (a) use its reasonable best efforts to secure from each Person that is a U.S. taxpayer and who has is, 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 that has a right to any payments and/or benefits which may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by the regulations promulgated thereunderBuyer, which approval shall not be unreasonably withheld) a waiver of such Person’s rights to some or all of any 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 stockholders the Company Shareholders for approval (in a manner reasonably satisfactory to the Buyer), by such Company Shareholders as is required by Section 280G(b)(5)(B) of the Company for approval Code, any Waived Section 280G PaymentsBenefits, such that such payments and benefits shall not be deemed to be “parachute payments”. At least five (5) days prior to the Closing DateClosing, the Company shall deliver to Purchaser the Buyer evidence reasonably satisfactory to Purchaser the Buyer that (iA) a vote of the stockholders of the Company Shareholders 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/or benefits that were subject to the vote of Company Shareholders (the “280G Stockholder Shareholder Approval”), or (iiB) the 280G Stockholder Shareholder Approval was not obtained and 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-1280G Payments.

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.