Common use of Section 280G Adjustments Clause in Contracts

Section 280G Adjustments. If, notwithstanding any reduction described in Section 5(e) hereof (or in the absence of any such reduction), the IRS determines that you are liable for the Excise Tax as a result of the receipt of one or more Payments, then you shall be obligated to surrender or pay back to the Company within one-hundred 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that your net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received from the Payments. If the Excise Tax is not eliminated pursuant to this Section 5(f), you shall pay the Excise Tax. Except as expressly amended hereby, the Offer Letter shall remain in full force and effect in accordance with its terms. This amendment will be governed by Massachusetts law, excluding laws relating to conflicts or choice of law. wxx.xxxxxxxxxx.xxx | 7 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 00000 Very truly yours, Dianthus Therapeutics OpCo, Inc. By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: President and Chief Executive Officer I have read and accept this amendment to the Offer Letter: /s/ Sxxxxx Xxxxxxxx Sxxxxx Xxxxxxxx Dated September 15, 2023 wxx.xxxxxxxxxx.xxx | 7 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 00000

Section 280G Adjustments. If, notwithstanding any reduction described in Section 5(e) hereof (or in the absence of any such reduction), the IRS determines that you are liable for the Excise Tax as a result of the receipt of one or more Payments, then you shall be obligated to surrender or pay back to the Company within one-hundred 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that your net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received from the Payments. If the Excise Tax is not eliminated pursuant to this Section 5(f), you shall pay the Excise Tax. Except as expressly amended hereby, the Offer Letter shall remain in full force and effect in accordance with its terms. This amendment will be governed by Massachusetts law, excluding laws relating to conflicts or choice of law. wxx.xxxxxxxxxx.xxx xxx.xxxxxxxxxx.xxx | 7 0 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 00000 4 Very truly yours, Dianthus Therapeutics OpCoDIANTHUS THERAPEUTICS OPCO, Inc. INC. By: /s/ Mxxxxx Xxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Officer I have read and accept this amendment to the Offer Letter: /s/ Sxxxxx Xxxxxxxx Sxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxx Dated September 1511, 2023 wxx.xxxxxxxxxx.xxx | 7 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 000002023

Section 280G Adjustments. If, notwithstanding any reduction described in Section 5(e) hereof (or in the absence of any such reduction), the IRS determines that you are liable for the Excise Tax as a result of the receipt of one or more Payments, then you shall be obligated to surrender or pay back to the Company within one-hundred 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that your net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received from the Payments. If the Excise Tax is not eliminated pursuant to this Section 5(f), you shall pay the Excise Tax. Except as expressly amended hereby, the Offer Letter shall remain in full force and effect in accordance with its terms. This amendment will be governed by Massachusetts law, excluding laws relating to conflicts or choice of law. wxx.xxxxxxxxxx.xxx xxx.xxxxxxxxxx.xxx | 7 0 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 00000 4 Very truly yours, Dianthus Therapeutics OpCoDIANTHUS THERAPEUTICS OPCO, Inc. INC. By: /s/ Mxxxxx Xxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Officer I have read and accept this amendment to the Offer Letter: /s/ Sxxxxx Xxxxxxxx Sxxxxx Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxx Dated September 1511, 2023 wxx.xxxxxxxxxx.xxx | 7 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 000002023

Section 280G Adjustments. If, notwithstanding any reduction described in Section 5(e) hereof (or in the absence of any such reduction), the IRS determines that you are liable for the Excise Tax as a result of the receipt of one or more Payments, then you shall be obligated to surrender or pay back to the Company within one-hundred 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that your net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received from the Payments. If the Excise Tax is not eliminated pursuant to this Section 5(f), you shall pay the Excise Tax. Except as expressly amended hereby, the Offer Letter shall remain in full force and effect in accordance with its terms. This amendment will be governed by Massachusetts law, excluding laws relating to conflicts or choice of law. wxx.xxxxxxxxxx.xxx xxx.xxxxxxxxxx.xxx | 7 0 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 00000 4 Very truly yours, Dianthus Therapeutics OpCoDIANTHUS THERAPEUTICS OPCO, Inc. INC. By: /s/ Mxxxxx Xxxx Xxxxxx Name: Mxxxxx Xxxx Xxxxxx Title: President and Chief Executive Financial Officer I have read and accept this amendment to the Offer Letter: /s/ Sxxxxx Xxxxxxxx Sxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Dated September 1511, 2023 wxx.xxxxxxxxxx.xxx | 7 Xxxxx Xxxxxx, Xx 00, Xxx Xxxx, XX 000002023