Common use of Section 280G of the Code Clause in Contracts

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts to secure from 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 and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts Notwithstanding anything in this Agreement to secure from any Person who (i) the contrary, if Executive is a “disqualified individual” (as defined in Section 280G 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any other person, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement will be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and/or such person(s) will be $1.00 less than three (3) times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive will be subject to the excise tax imposed by Section 4999 of the Code or (iib) has paid in full, whichever produces the better “net after-tax position” to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). (b) The reduction of payments and benefits hereunder, if applicable, will be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a right similar order. (c) The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary will be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or potential right law firm of national reputation that is selected for this purpose by the Company in its sole discretion (the “280G Firm”). In order to any assess whether payments and/or benefits in connection with the transactions contemplated by under this Agreement or otherwise qualify as reasonable compensation that could be deemed to constitute “is exempt from being a parachute payments” pursuant to payment under Section 280G of the Code, the 280G Firm or the Company may retain the services of an independent valuation expert. (d) If a waiver of all reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company used in determining if a portion of “parachute payment” exists, exceeds $1.00 less than three (3) times Executive’s base amount, then Executive must immediately repay such Person’s rights excess to any such payments and/or benefits, such the Company upon notification that all remaining payments and/or benefits applicable to such Person shall not be deemed an overpayment has been made. Nothing in this Section 6 will require the Company to be “parachute payments” pursuant to responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) 4999 of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts to secure from 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 and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts Parent and the Company acknowledge that the consideration payable pursuant to secure from this Agreement and certain other amounts which may be received by 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 and/or benefits person in connection with the transactions contemplated by this Agreement that could Transactions may be deemed to constitute “parachute payments” pursuant to (within the meaning of Section 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)). The Company shall obtain and deliver to Parent, prior to the solicitation of the requisite approval of the Company’s shareholders described in Section 6.11(b), a waiver Section 280G Waiver from each person who is a “disqualified individual” (within the meaning of all Section 280G), as determined immediately prior to the initiation of the solicitation of the requisite approval of the Company’s shareholders described in Section 6.11(b), and who might otherwise receive or have the right or entitlement to receive a portion parachute payment under Section 280G in connection with the Transactions, unless the requisite approval of the Company’s shareholders of such Personparachute payments is obtained pursuant to Section 6.11(b). (b) As soon as practicable following the delivery by the Company to Parent of the Section 280G Waivers, the Company shall submit to the Company’s rights to shareholders for approval in accordance with Section 280G(b)(5)(B) of the Code any such payments and/or benefitsbenefits that are subject to a Section 280G Waiver, such that all remaining such payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (the “Waived 280G Benefits”)G, and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, prior to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, Effective Time the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence reasonably satisfactory to Parent (i) that (x) a vote of the respective Company PartyCompany’s stockholders shareholders was received solicited in conformance with Section 280G G, and the requisite approval of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been Company’s shareholders was obtained with respect to any payments and/or benefits that were subject to such vote (the Waived “Section 280G Benefits, and, Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Waived Section 280G Benefits have not been and Waiver, such “parachute payments” shall not be paid made or provided. (c) The form of the Section 280G Waiver and any materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld.

Section 280G of the Code. To the extent applicable, each Group Company Party shall (a) use its reasonable commercial efforts to secure from 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 and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company PartyGroup Company’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties Group Companies shall provide to Parent FRLA or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith ParentFRLA’s comments. Prior to the Closing Date, to the extent applicable, the Company Party Group Companies shall deliver to Parent FRLA evidence that (x) a vote of the respective Company PartyGroup Company’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Group Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To (i) Notwithstanding anything in this Agreement or otherwise to the extent applicablecontrary, each in the event that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company Party shall or any member of the Company Group, or any entity that effectuates a change of control (or any of its affiliates) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or any other plan, equity-based award, arrangement, agreement or otherwise) (all such payments, awards, benefits and/or distributions being hereinafter referred to as the “Total Payments”) would be subject to the excise tax under Section 4999 of the Code (or any successor provision) (the “Excise Tax”), then Executive will receive either (a) use its reasonable commercial efforts the full amount of the Total Payment, or (b) the amount of benefits provided as to secure such lesser extent that would result in no portion of the Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, local, employment and other taxes and Excise Tax (including, without limitation, any interest or penalties on such taxes), results in Executive’s receipt, on an after-tax basis, of the greatest amount of payments and benefits provided for under this Agreement or otherwise; provided that, in the event that any payments or benefits to Executive could be exempt from any Person who (i) is a “disqualified individual” (as defined in Section 280G of the CodeCode if the shareholder approval requirements under Section 280G(b)(5) of the Code were met, such payments will be conditioned on shareholder approval and the Company or any of its applicable affiliates agrees to use best efforts to seek to obtain such shareholder approval. (ii) has Any determinations that are made pursuant to this Section 8(l) shall be made by a right or potential right nationally recognized certified public accounting firm that shall be selected by the Company (and paid by the Company) prior to any payments and/or benefits in connection with the transactions contemplated by this Agreement transaction that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant is subject to Section 280G of the Code (the “Waived 280G BenefitsAccountant”), and (b) for all such obtained waivers, submit for approval which determination shall be certified by the respective Company Party’s stockholders the Waived 280G Benefits, Accountant and set forth in a certificate delivered to the extent and Executive setting forth in reasonable detail the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) basis of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith ParentAccountant’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provideddeterminations.

Section 280G of the Code. To Prior to the Closing Date, Aesynt Holdings, Inc. shall seek a vote of the Sellers (to the extent applicable, each Company Party shall (aand in the manner required under Sections 280G(b)(5)(A)(ii) use its reasonable commercial efforts and 280G(b)(5)(B) of the Code and in a manner reasonably satisfactory to secure from Buyer) as to whether any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) who, in the absence of shareholder approval satisfying the requirements of Sections 280G(b)(5)(A)(ii) and (ii280G(b)(5)(B) has a right or potential right to any of the Code, would receive payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to would constitute “excess parachute payments” pursuant to within the meaning of Section 280G of the Code, has a waiver of all or right to receive such payments. Prior to such vote, Aesynt Holdings, Inc. shall obtain waivers from such individuals in a portion of such Person’s rights manner reasonably satisfactory to any such payments and/or benefitsBuyer, such that all remaining unless such payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval are approved by the respective Company Party’s stockholders the Waived 280G Benefits, Sellers to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, no such payments shall be made. No later than five (5) Business Days before For the avoidance of doubt, the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or providedconditioned on Aesynt Holdings, Inc. receiving such shareholder approval for any such payments. Sellers agree that in the absence of such shareholder approval, no parachute payments shall be made to any disqualified individual. The form and substance of all documents contemplated by this Section 6.08, including the waivers, shall be subject to the prior review and reasonable approval of Buyer.

Section 280G of the Code. To the extent applicable, each Each Company Party shall (a) use its reasonable commercial efforts to secure from 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 and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders shareholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders shareholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder shareholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts Parent and the Company acknowledge that the consideration payable pursuant to secure from this Agreement and certain other amounts which may be received by 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 and/or benefits in connection with the transactions contemplated by this Agreement that could may be deemed to constitute “parachute payments” pursuant to (within the meaning of Section 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)). The Company shall obtain and deliver to Parent, prior to the solicitation of the requisite Company Stockholder approval described in Section 6.16(b), a waiver Section 280G Waiver from each Person who is a “disqualified individual” (within the meaning of all Section 280G), as determined immediately prior to the initiation of the solicitation of the requisite Company Stockholder approval described in Section 6.16(b), and who might otherwise receive or have the right or entitlement to receive a portion parachute payment under Section 280G in connection with the transactions contemplated by this Agreement, unless the requisite Company Stockholder approval of such Person’s rights parachute payments is obtained pursuant to Section 6.16(b). (b) As soon as practicable following the delivery by the Company to Parent of the Section 280G Waiver, the Company shall submit to the Company Stockholders for approval in accordance with Section 280G(b)(5)(B) of the Code any such payments and/or benefitsbenefits that are subject to a Section 280G Waiver, such that all remaining such payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (the “Waived 280G Benefits”)G, and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, prior to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, Effective Time the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence reasonably satisfactory to Parent (i) that (x) a Company Stockholder vote of the respective Company Party’s stockholders was received solicited in conformance with Section 280G of the Code G, and the regulations thereunder, or (y) such requisite Company Party stockholder Stockholder approval has not been was obtained with respect to any payments and/or benefits that were subject to the Waived Company Stockholder vote (the “Section 280G Benefits, and, Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Waived Section 280G Benefits have not been and Waiver, such “parachute payments” shall not be paid made or provided. (c) The form of the Section 280G Waiver and any materials to be submitted to the Company Stockholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent. The Company will promptly advise Parent if at any time prior to the Closing the Company shall obtain Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Section 280G Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts Parent and the Company acknowledge that the consideration payable pursuant to secure from this Agreement and certain other amounts which may be received by 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 and/or benefits person in connection with the transactions contemplated by this Agreement that could Transactions may be deemed to constitute “parachute payments” pursuant to (within the meaning of Section 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)). The Company shall obtain and deliver to Parent, prior to the solicitation of the requisite approval of the Company’s stockholders described in Section 6.11(b), a waiver Section 280G Waiver from each person who is a “disqualified individual” (within the meaning of all Section 280G), as determined immediately prior to the initiation of the solicitation of the requisite approval of the Company’s stockholders described in Section 6.11(b), and who might otherwise receive or have the right or entitlement to receive a portion parachute payment under Section 280G in connection with the Transactions, unless the requisite approval of the Company’s stockholders of such Personparachute payments is obtained pursuant to Section 6.11(b). (b) As soon as practicable following the delivery by the Company to Parent of the Section 280G Waivers, the Company shall submit to the Company’s rights to stockholders for approval in accordance with Section 280G(b)(5)(B) of the Code any such payments and/or benefitsbenefits that are subject to a Section 280G Waiver, such that all remaining such payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (the “Waived 280G Benefits”)G, and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, prior to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, Merger 1 Effective Time the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence reasonably satisfactory to Parent (i) that (x) a vote of the respective Company PartyCompany’s stockholders was received solicited in conformance with Section 280G G, and the requisite approval of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been Company’s stockholders was obtained with respect to any payments and/or benefits that were subject to such vote (the Waived “Section 280G Benefits, and, Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Waived Section 280G Benefits have not been and Waiver, such “parachute payments” shall not be paid made or provided. (c) The form of the Section 280G Waiver and any materials to be submitted to the Company’s stockholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld.

Section 280G of the Code. To Prior to the extent applicableClosing, the Company shall (i) use best efforts to provide the shareholders of the Company with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations promulgated thereunder, of all material facts concerning the payments of certain employees of the Company, (ii) obtain approval of such payments in a manner which satisfies the requirements of Section 280G(b)(5)(B)(i) of the Code and the Treasury Regulations promulgated thereunder, and (iii) provide evidence to the Purchaser of its compliance with the requirements of this Section 5.16, provided that the Company shall be deemed to have satisfied the requirement that disclosure be provided to its shareholders if the Company uses best efforts to determine the last known mailing address of each such shareholder, properly sends such disclosure to each such shareholder at such address by certified mail, return receipt requested or other similar method, and with respect to any shareholder for whom a delivery receipt is not obtained, uses best efforts to locate such shareholder and provide it with the referenced disclosure, provided, however, that such efforts will not cure a defect in the adequacy of the disclosure itself, and provided further that "shareholder" shall include any person treated as a shareholder under either the applicable Treasury Regulations or general principals of federal income tax laws. For purposes of the foregoing, the Company Party shall represents that (a) use its reasonable commercial efforts to secure from any Person who the general partner of each of the shareholders which are entities (i) each, an "Entity Shareholder"), is not a “"disqualified individual” ", (as defined in Section 280G b) the stock of the Code) and (ii) has Company represents a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G "substantial portion" of the Code, a waiver assets of all or a portion of each such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”)Entity Shareholder, and (bc) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) none of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts limited partners of any of the consent, waiver, disclosure statement and calculations necessary Entity Shareholders are entitled to effectuate vote on issues involving the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote management of the respective Company Party’s stockholders was received in conformance with Entity Shareholder's investments pursuant to the operative provisions of the respective Entity Shareholder's governing documents or otherwise, each within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder, or (y) such requisite and each of the Company Party stockholder approval has not been obtained with respect and the Purchaser agree that the determination of who is a "shareholder" under the applicable Treasury Regulations and general principals of federal income tax laws shall be subject to the Waived 280G Benefits, and, as a consequence, determination of both the Waived 280G Benefits have not been Company and shall not be paid or providedthe Purchaser.

Section 280G of the Code. To If requested by Purchaser, prior to the extent applicableMerger Closing Date, each the Company Party shall (ai) use its commercially reasonable commercial efforts to secure obtain from any Person who (i) is a each “disqualified individual” (as defined in within the meaning of Section 280G of the Code280G(c) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder), or (y) such a written waiver that shall provide that, if the requisite Company Party stockholder approval has under Section 280G(b)(5)(B) of the Code and the regulations thereunder is not been obtained obtained, no payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual in the Waived absence of such stockholder approval shall be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by reason of the application of Section 280G Benefitsof the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual; and (ii) submit to stockholders of the Company for approval, andin a manner and form that complies with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code and the regulations thereunder any payments and/or benefits that may separately or in the aggregate constitute Parachute Payments in the absence of such stockholder approval. All materials, as a consequenceif any, produced by the Waived 280G Benefits have Company in connection with the implementation of this Section 5(j) shall be provided to Purchaser at least five (5) Business Days in advance for Purchaser’s review and comment, and the Company shall consider any of Purchaser’s requested changes or comments in good faith and not been and shall not be paid or providedunreasonably omit them.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts Parent and the Company acknowledge that the consideration payable pursuant to secure from this Agreement and certain other amounts which may be received by 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 and/or benefits person in connection with the transactions contemplated by this Agreement that could may be deemed to constitute “parachute payments” pursuant to (within the meaning of Section 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)). The Company shall use its reasonable best efforts to obtain and deliver to Parent, prior to the solicitation of the requisite approval of the Company’s stockholders described in Section 6.11(b), a waiver Section 280G Waiver from each person who is a “disqualified individual” (within the meaning of all Section 280G), as determined immediately prior to the initiation of the solicitation of the requisite approval of the Company’s stockholders described in Section 6.11(b), and who might otherwise receive or have the right or entitlement to receive a portion parachute payment under Section 280G in connection with the transactions contemplated by this Agreement, unless the requisite approval of the Company’s stockholders of such Personparachute payments is obtained pursuant to Section 6.11(b). (b) As soon as practicable following the delivery by the Company to Parent of the Section 280G Waiver, the Company shall submit to the Company’s rights to stockholders for approval in accordance with Section 280G(b)(5)(B) of the Code any such payments and/or benefitsbenefits that are subject to a Section 280G Waiver, such that all remaining such payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (the “Waived 280G Benefits”)G, and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, prior to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, Effective Time the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence reasonably satisfactory to Parent (i) that (x) a vote of the respective Company PartyCompany’s stockholders was received solicited in conformance with Section 280G G, and the requisite approval of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been Company’s stockholders was obtained with respect to any payments and/or benefits that were subject to such vote (the Waived “Section 280G Benefits, and, Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Waived Section 280G Benefits have not been and Waiver, such “parachute payments” shall not be paid made or provided. (c) The form of the Section 280G Waiver and any materials to be submitted to the Company’s stockholders in connection with the Section 280G Approval (the “Section 280G Soliciting Materials”) shall be subject to review and approval by Parent, which shall not be unreasonably withheld.