Common use of Section 280G Clause in Contracts

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior (a) The Sellers shall cause the Company and each of its Subsidiaries to use best efforts to obtain, prior to the Closing Dateinitiation of the equityholder approval procedure described in Section 8.04(c), the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) ), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified IndividualPerson’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent Purchaser shall provide the Company Sellers with all information reasonably and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent Purchaser or any of its respective Affiliates (the “Parent Purchaser Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). . (c) Prior to the Securities Purchase Closing, the Sellers shall cause the Company shall submit and each of its Subsidiaries to use its reasonable efforts to obtain the Waived Benefits approval by such number of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval equityholders of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 8.04(a) to receive or retain, as applicable, such Person’s Waived Benefits, provided that in no event shall this Section 6.08 8.04 be construed to require the Sellers, the Company (or any of its Affiliates) Subsidiaries to compel any Disqualified Individual Person to waive any existing rights under any Contract contract or agreement that such Disqualified Individual Person has with the Company, any Subsidiary of the Company or any other Person. Additionally, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days prior to review obtaining the Waived Benefits, and prior to seeking the 280G Approval, the Company shall consider provide drafts of such waivers and such equityholder approval materials to the Purchaser for its review and approval, and shall, in good faith its sole discretion, incorporate any changes reasonably requested reasonable comments made by the Parent Purchaser therein. In no event shall the Sellers be deemed in breach of this Section 8.04 if any such Person refuses to waive any such rights or its counselif the equityholders fail to approve any Waived Benefits. (d) Prior to the Closing, the Company shall deliver to the Purchaser evidence that a vote of the Company’s stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 8.04 and that either (1) the requisite number of stockholder votes was obtained with respect to the Waived Benefits (the “280G Approval”), or (2) that the 280G Approval was not obtained and, as a consequence, the Waived Benefits shall not be made or provided.

Section 280G. Prior If any “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Closing DateCompany may receive any payments and/or benefits that, separately or in the Company shall use commercially reasonable efforts aggregate, would reasonably be expected to obtain from each Person (each, a constitute “Disqualified Individual”) parachute payments” pursuant to whom any payment or benefit is required or proposed to be made Section 280G of the Code in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and comment by Parent, which such comments shall be considered by the Company in good faith), then (i) the Company shall obtain from such disqualified individual a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right waiver of his or her rights to receive some or all of retain such payment payments or benefit (the “Waived Benefits”)benefits, to the extent necessary so that all remaining payments and benefits applicable to no such Disqualified Individual payment or benefit received or retained by the disqualified individual shall not be deemed a an “excess parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, and (ii) the Parachute Payment Waivers Company shall submit to the holders of Company Capital Stock of the Company for approval (in a manner reasonably satisfactory to Parent), by such number of holders of Company Capital Stock of the Company as is required by Section 280G(b)(5)(B) of the Code, any such waived payments and benefits. To the extent that any agreement is entered into by Parent or any of its subsidiaries (excluding, for clarity, the Company and the disclosure statement Company’s subsidiaries) and other stockholder approval materials a “disqualified individual” (as defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date (each, a “Parent Arrangement”), Parent shall provide a copy of such Parent Arrangement (or a summary of the material terms thereof) to the Company no later than ten days prior to the Closing Date and shall cooperate with the Company in good faith such that the Company may calculate or determine the value (for the purposes of Section 6.08 and at least three (3280G of the Code) Business Days of any payments or benefits granted or contemplated therein that could constitute Section 280G Payments. If Parent breaches the preceding sentence with respect to review and any Parent Arrangement or provides inaccurate or incomplete information or amounts with respect to any Parent Arrangement, then the Company’s compliance with this Section 8.9 shall be determined without regard to such Parent Arrangement. Prior to the Effective Time, the Company shall consider deliver to Parent evidence satisfactory to Parent that a vote of the holders of Company Capital Stock of the Company was solicited in good faith conformance with Section 280G and the regulations promulgated thereunder with respect to any changes reasonably requested waived payments or benefits and either (i) the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the vote of holders of Company Capital Stock (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such waived payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits, which were executed by the Parent or its counselapplicable disqualified individuals prior to the vote of holders of Company Capital Stock (the “280G Stockholder Rejection”).

Section 280G. Prior Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the Closing Datecontrary, if there is a is a “change in the ownership or control” of the Company, “change in the effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, within the meaning of Treasury Regulation Section 1.280G-1, Q&A 27-29 and any of the payments or benefits provided or to be provided by the Company or any of its affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “excess parachute payments” within the meaning of Section 280G of the U.S. Internal Revenue Code of 1986 (the “Code”) and subject to the excise tax imposed under Section 4999 of the Code (or any successor provisions applicable to such Sections) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then, unless the shareholder approval exemption is available to the Company under Treasury Regulation Section 1.280G-1, Q&A 6.(a)(2)(i) (the “Shareholder Approval Exemption”), the Company shall make an additional payment to Executive in an amount which results in Executive being in the same after-tax position that he would have been in had no Excise Tax (or taxes on such additional payments) been imposed. Notwithstanding the foregoing, if it is later determined that the computation of the Executive’s parachute payments and the Excise Tax were incorrectly calculated for any reason, and as a result (i) the Executive is required to pay additional Excise Taxes, the Company shall promptly pay to or for the benefit of the Executive the additional amount that would have been payable to the Executive under this Section 9(k) had the calculations of the Excise Tax reflected the additional Excise Taxes due or (ii) the Company paid an amount to the Executive in excess of the amount that would have been payable to the Executive under this Section 9(k) had the calculations of the Excise Tax reflected the correct amount of Excise Taxes due, then the Executive shall promptly repay such excess amount to the Company. Any payments hereunder shall be made in accordance with Section 409A of the Code, as amended and any rules and regulations promulgated thereunder (collectively, “Section 409A”). If, at the time of a transaction giving rise to Covered Payments that could constitute “parachute payments” within the meaning of Section 280G of the Code, the Shareholder Approval Exemption would apply to the Covered Payments if the requisite shareholder approval is obtained in accordance with the terms and conditions of Section 280G(b)(5)(B), the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with seek the transactions contemplated by this Agreement requisite shareholder approval of the Covered Payments such that could no Covered Payments would constitute “excess parachute payments.” Any determination required under this Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”9(k), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall including, but not be deemed a parachute paymentlimited to, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted are or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, shall be reasonably determined by a nationally recognized independent accounting firm, law firm or other advisor selected by the Parachute Payment Waivers Company (the “280G Calculator”) who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to Executive. Any determination by the disclosure statement 280G Calculator shall be binding upon the Company and other stockholder approval materials contemplated by Executive, absent manifest error. For the avoidance of doubt, the provisions of this Section 6.08 and at least three (39(k) Business Days relating to review and the potential obligation for the Company to make additional payments to Executive shall consider in good faith any changes reasonably requested by not apply when the Parent or its counselShareholder Approval Exemption is available to the Company.

Section 280G. Prior to Notwithstanding any other provision of this Agreement or any other agreement between Company and Employee, in the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom event that any payment or benefit is required received or proposed to be made received by Employee from Company (collectively with all other such payments and benefits, the "TOTAL PAYMENTS") would not be deductible, in connection with whole or in part, by Company as a result of Section 280G of the transactions contemplated Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such payments deductible, the benefits provided hereunder shall be reduced (if necessary, to zero); provided, however, that Employee may elect which benefits to have reduced (including any benefits under any other agreement in effect between Company and Employee). For purposes of this limitation, in the event Company asserts that the limitation would apply, (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account that, in the opinion of tax counsel selected by this Agreement that could Company and reasonably accepted by Employee ("TAX COUNSEL"), does not constitute “a "parachute payments” under payment" within the meaning of Section 280G(b)(2280G of the Code, including by reason of Section 280G(b)(4)(A) of the Code Code, and (iii) the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), benefits payable under this Agreement shall be reduced only to the extent necessary so that all remaining payments and benefits applicable the Total Payments (other than those referred to such Disqualified Individual shall not be deemed a parachute paymentin the preceding clauses (i) or (ii)) in their entirety are not, and accepting in substitution for the Waived Benefits the right opinion of Tax Counsel, subject to receive the Waived Benefits only if approved disallowance as deductions by the stockholders reason of the Company in a manner that complies with Section 280G(b)(5)(B) 280G of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted If it is established pursuant to any agreementa final determination of a court or an Internal Revenue Service proceeding that, arrangement or contract entered into or negotiated by notwithstanding the Parent or its Affiliates (good faith of Employee and Company in applying the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach terms of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.083(g), the Company shall provide the Parent and its counsel with copies Total Payments paid to or for Employee's benefit are in an amount that would result in any portion of the analysis such Total Payments being subject to excise tax under Section 280G of the Code, then, if, in the Parachute Payment Waivers opinion of Tax Counsel, such repayment would result in (A) no portion of the remaining Total Payments being subject to such excise tax, and (B) a dollar-for-dollar reduction in Employee's taxable income and employment taxes, Employee shall be obligated to pay Company, upon demand, an amount equal to the disclosure statement sum of (1) the excess of the Total Payments paid to or for Employee's benefit over the Total Payments that could have been paid to or for Employee's benefit without any portion of such Total Payments being subject to such excise tax, and other stockholder approval materials contemplated by this (2) interest on such amount at the rate provided in Section 6.08 1274(b)(2)(B) of the Code from the date of Employee's receipt of such excess until the date of such payment. If, in the opinion of Tax Counsel, such repayment would not result in (x) no portion of the remaining Total Payments being subject to such excise tax, and at least three (3y) Business Days a dollar-for-dollar reduction in Employee's taxable income and employment taxes, Employee shall be obligated to review and pay Company, upon demand, an amount equal to the Company shall consider in good faith any changes reasonably requested excise tax imposed under Section 4999 of the Code (if the Internal Revenue Service asserts such amount should have been withheld by the Parent Company) and any penalties or its counselfines imposed on Company by the Internal Revenue Service in connection with the failure by Company to make any withholdings or file any reports with respect to such disallowed Total Payments.

Section 280G. Prior Not less than five (5) Business Days prior to the Closing Date, Private Company 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” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” who has provided any required waiver or consent prior to such vote 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 each disqualified individual’s right to the payment or other compensation, and Private Company shall use commercially reasonable efforts to obtain any required waivers or consents from each Person (eachthe disqualified individual prior to the vote. In addition, a “Disqualified Individual”) Private Company shall provide adequate disclosure to whom stockholders that hold voting Private Company Common Stock of all material facts concerning all payments to any payment or benefit is required or proposed to such disqualified individual that, but for such vote, could be made in connection with the transactions contemplated by this Agreement that could constitute deemed “parachute payments” under Section 280G(b)(2280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and the regulations Treasury Regulations promulgated thereunder thereunder. At least five (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (75) Business Days prior to the Closing Date or promptly after such amounts are knownvote, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Public Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of shall be given the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days right to review and comment on all documents required to be delivered to the stockholders of Private Company in connection with such vote and any required disqualified individual waivers or consents, and Private Company shall consider in good faith any changes reasonably requested reflect all reasonable comments of Public Company thereon. Public Company and its counsel shall be provided copies of all documents executed by the Parent or its counselstockholders and disqualified individuals in connection with such vote.

Section 280G. Prior If, immediately prior to a “change in ownership or control” of the Company (within the meaning of Section 280G of the Code (“Section 280G”)), no stock in the Company or New HoldCo is readily tradeable on an established securities market, then as soon as reasonably practicable following the execution of any definitive agreement pursuant to which such “change in ownership or control” transaction would be effected, but in no event later than five (5) business days prior to the Closing Dateconsummation of such change in ownership or control, the Company or New HoldCo shall use commercially reasonable efforts (i) solicit a waiver from the Executive pursuant to obtain from each Person (each, which the Executive may waive his right to some or all of any payments and/or benefits payable hereunder or otherwise that as a “Disqualified Individual”) to whom any payment result of or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some change in ownership or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not control would be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be constitute “parachute payments” within the meaning of Section 280G(b)(2280G (the “Waived 280G Benefits”) such that all remaining payments and/or benefits applicable to him shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by Company or New HoldCo, as applicable, (to the Company’s stockholders extent and in a the manner that complies with Section required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and Code) for the regulations promulgated thereunder; providedpayment of any Waived 280G Benefits, so that in no event if so approved, such Waived 280G Benefits shall this not be considered “parachute payments” within the meaning of Section 6.08 be construed to require 280G. To the Company (or extent any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if Waived 280G Benefits are not so approved by the stockholders fail to approve any as contemplated above, such Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company Benefits shall consider in good faith any changes reasonably requested by the Parent not be made or its counselprovided.

Section 280G. Prior In the event any excise tax could reasonably be expected to be payable under Section 4999 of the Closing DateCode in connection with the transactions contemplated hereunder (either alone or together with any other event), the Company shall use commercially reasonable efforts to obtain no later than the fifth Business Day immediately prior to the Effective Time a waiver from each Person “disqualified individual” (each, within the meaning of Code Section 280G(c)) entitled to receive a “Disqualified Individual”parachute payment” (within the meaning of Code Section 280G(b)) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) hereunder of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s his or her right 45 NY\7370590.17 to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and or benefits applicable to such Disqualified Individual disqualified individual shall not be deemed to be a parachute paymentpayment that would not be deductible under Section 280G of the Code, and accepting to accept in substitution for the Waived Benefits therefor the right to receive the Waived Benefits such waived payments or benefits only if approved by the stockholders of the Company in a manner that complies with Code Section 280G(b)(5)(B) 280G(b)(5). In such event, prior to the Effective Time, the Company shall submit to all Persons entitled to vote (within the meaning of the Treasury Regulations under Section 280G of the Code. In connection with ) the foregoingmaterial facts concerning all payments and benefits that, in the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any absence of shareholder approval of such payments made or to be made or benefits granted or to be granted pursuant to any agreementand benefits, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could would reasonably be considered expected to be constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior “Parachute Payments”), in form and substance reasonably satisfactory to the Closing Date or promptly after such amounts are knownBuyer and its counsel, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits which satisfy all requirements of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event Treasury Regulations thereunder (the “280G Stockholder Approval”). The company shall this Section 6.08 be construed cause such Persons to require the Company (or any hold a vote seeking approval of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, Payments to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking exceeds 2.999 times the stockholder approval described in this “base amount” (within the meaning of Code Section 6.08280G(b)(3) of such disqualified individual). The determination of which payments or benefits may be deemed to constitute parachute payments, the Company shall provide the Parent and its counsel with copies forms of the analysis under Section 280G each waiver of the Codesuch payments, the Parachute Payment Waivers and the disclosure statement documents (and related calculations) and other stockholder approval materials contemplated by this Section 6.08 circumstances of any vote shall each be subject to the Buyer’s advance review and at least three (3) Business Days to review comment, and the Company shall consider in good faith incorporate any changes reasonably requested reasonable comments made by the Parent or its counselBuyer.

Section 280G. Prior to the Closing, the Company shall use reasonable endeavors to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Company or its Subsidiaries who may receive payments and/or benefits that could constitute “parachute payments” (as defined in Section 280G(b)(2) of the Code) in connection with the transactions contemplated by this Agreement a waiver of any such payments or benefits, such that after giving effect to all waivers, the Company, its Subsidiaries, and, if applicable, Industrea shall not have made or provided, nor shall be required to make or provide, any payments or benefits that would not be deductible under Section 280G of the Code or that would be subject to an excise Tax under Section 4999 of the Code (the waived payments and benefits waived shall be collectively referred to as the “Section 280G Waived Payments”). On or prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (eachsubmit, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated accompanied by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”)adequate disclosure, to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with equityholder approval all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Payments in accordance with this Section 6.08 for approval the terms of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated U.S. Treasury Regulations thereunder; provided. If equityholder approval is obtained, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Companyshall promptly, any Subsidiary of the Company or any other Person, and but in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything all events prior to the contrary in this Section 6.08 or otherwise in this AgreementClosing, deliver to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission Industrea evidence reasonably satisfactory to Industrea of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationapproval. Prior to obtaining the Parachute Payment Waivers Closing Date and seeking the stockholder approval described in this Section 6.08prior to solicitation of equityholder approval, the Company shall provide Industrea with (i) drafts of any waivers and equityholder disclosure documents relating to the Parent waiver and its counsel vote prepared by the Company in connection with copies this Section 8.5; and (ii) reasonable documentation regarding the determination of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Waived Payments. The Company shall consider in good faith any changes reasonably requested comments made by Industrea prior to obtaining the Parent or its counselwaivers and soliciting the vote.

Section 280G. Prior To the extent that any “disqualified individual” with respect to the Closing Date, Company or any of its Affiliates (within the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2280G(c) of the Code and the regulations promulgated thereunder (“Section 280G Payments”thereunder) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to would receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could that would reasonably be considered expected to be constitute “parachute payments” (within the meaning of Section 280G(b)(2280G(b)(2)(A) of the Code at least seven and the regulations thereunder, then, the Company will (7i) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer no later than four (4) Business Days prior to the Closing Date Date, use reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (and the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall further provide any such updated information as is reasonably necessary prior not be deemed to be “parachute payments” (within the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits meaning of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) 280G of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person), and in (ii) no event shall the Company later than two (or any of its Affiliates2) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything Business Days prior to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate informationClosing Date, with respect to any Parent Paymentseach individual who agrees to the waiver described in clause (i), there shall be no breach submit to a vote of holders of the covenant contained herein or equity interests of the representations set forth in Company entitled to vote on such matters (along with adequate disclosure intended to satisfy the requirements of Section 4.18(d)(iv280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the extent caused by such inaccurate or omitted informationWaived 280G Benefits. Prior to obtaining the Parachute Payment Waivers soliciting such waivers and seeking the stockholder approval described in this Section 6.08approval, the Company shall provide the Parent drafts of such waivers and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers disclosure and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 to Parent for its review and at least three approval (3which approval will not be unreasonably withheld, conditioned or delayed) no later than four (4) Business Days prior to review soliciting such waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. To the extent applicable, prior to the Closing Date, the Company shall consider deliver to Parent evidence reasonably acceptable to Parent that a vote of holders of the equity interests of the Company was solicited in good faith any changes reasonably requested by accordance with the Parent foregoing provisions of this Section 7.11 and that either (i) the requisite number of votes of holders of the equity interests of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or its counsel(ii) the 280G Approval was not obtained, and, as a result, no Waived 280G Benefits shall be made or provided.

Section 280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person (each, who has a “Disqualified Individual”) right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement that could would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” within the meaning of Section 280G(b)(2280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (b) following the execution of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code at least and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent any of the Waived 280G Benefits were not approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 and that either (i) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Company shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, and in no event later than two (2) Business Days prior to, delivery to the “disqualified individuals” and the stockholders of the Company of such waiver and disclosure statement, respectively, and the Company shall reflect in such waiver and disclosure statement any changes reasonably requested by the SPAC (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel SPAC with copies a summary of the analysis calculations and related documentation reasonably required to determine whether the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 280G 4999 of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to As soon as reasonably practical after the Closing Dateexecution of this Agreement, the Company shall (a) use commercially reasonable efforts to obtain from each Person “disqualified individual” (each, as defined in Section 280G(c) of the Code) of the Company a “Disqualified Individual”) to whom waiver by such individual of any payment or benefit is required or proposed to be made in connection with and all payments and benefits contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that could constitute such payments and benefits would not be “excess parachute payments” under Section 280G(b)(2280G of the Code (the “Waived 280G Benefits”) and (b) submit to its applicable securitityholders for a vote all such Waived 280G Benefits in a manner and form that is intended to comply with the equityholder approval procedures set forth in Section 280G(b)(5)(B) of the Code (in a manner reasonably satisfactory to Purchaser), including A-7 of Section 1.280G-1 of the Treasury Regulations, to render the parachute payment provisions of Section 280G of the Code and the regulations promulgated Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any and all payments and/or benefits provided that might result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code (together, the “Section 280G Payments”). The Company agrees that: (i) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all in the absence of such stockholder approval, no Section 280G Payments shall be made; and (ii) as soon as reasonably practicable after execution of this Agreement, the Company shall deliver to Purchaser (A) waivers, in form and substance satisfactory to Purchaser, duly executed by each Person who might receive any Section 280G Payment, and (B) the parachute payment calculations prepared by the Company and/or its advisors. The form and substance of all stockholder approval documents contemplated by this Section 5.19, including the waivers, shall be subject to the prior review and comment of Purchaser. The Company shall provide such documentation and information to Purchaser for its review and comment no later than ten (10) Business Days prior to soliciting waivers from the “disqualified individuals,” and the Company shall implement all reasonable and timely comments from Purchaser thereon. The parties acknowledge that this Section 5.19 shall not apply to any arrangements entered into (or benefit to be entered into) at the direction of Purchaser, on the one hand, and a disqualified individual, on the other hand (the “Waived BenefitsPurchaser Arrangements”), unless Purchaser provides to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentCompany, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates no less than ten (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (710) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to soliciting waivers from the Closing Date (and shall further provide any such updated “disqualified individuals,” sufficient information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to regarding any Parent Payments, there shall be no breach Arrangements necessary to assess the value for purposes of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the CodeCode of such Parent Arrangements and to include, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider as necessary, such Parent Arrangements in good faith any changes reasonably requested by the Parent or its counselsecurityholder vote materials.

Section 280G. Prior In no event less than ten (10) days prior to the Closing Date, the Company Danube shall (a) use commercially reasonable efforts to obtain prior to the initiation of the equityholder approval procedure described under clause (b) below, a waiver from each Person who is, with respect to Danube or a Danube Subsidiary, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such equityholder approval procedure (each, a “Disqualified Individual”) ), and who might otherwise have, receive or have the right or entitlement to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute receive a “parachute paymentspayment” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are knownCode), if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right rights to receive all such payments or benefits (the “Waived Benefits shall be conditioned upon receipt Parachute Payments”) and (b) submit to the required equityholders of the requisite Danube or a Danube Subsidiary for approval by the Company’s stockholders in a manner that complies with meets the requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that in no event shall this including Q-7 of Section 6.08 be construed to require 1.280G-1 of such Treasury Regulations, the Company (or any rights of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite receive the Company’s commercially reasonable efforts Waived Parachute Payments. Danube shall deliver to obtain Amazon (i) evidence of each waiver obtained pursuant to clause (a) above and (ii) evidence that a Parachute Payment Waiver from such Disqualified Individual or if vote of the stockholders fail to approve any Waived Benefits. Notwithstanding anything to required equityholders was solicited in accordance with the contrary in foregoing provisions of this Section 6.08 or otherwise in this Agreement, to 7.18 and that either (x) the extent requisite number of votes of the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, required equityholders was obtained with respect to the Waived Parachute Payments (the “280G Approval”), or (y) that the 280G Approval was not obtained, and, as a consequence, the Waived Parachute Payments have not been and shall not be made or provided. The form of the waiver, the disclosure statement, any Parent Payments, there other materials to be submitted to the required equityholders in connection with the 280G Approval and the calculations related to the foregoing shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) subject to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to advance review and the Company approval by Amazon, which approval shall consider in good faith any changes reasonably requested by the Parent not be unreasonably withheld, conditioned or its counseldelayed.

Section 280G. Prior If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Closing DateCompany may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall use commercially reasonable efforts to obtain and deliver to Parent Group a Parachute Payment Waiver from each Person such “disqualified individual”; and (each, a “Disqualified Individual”b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase ClosingGroup, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit the Waived Benefits of such payments to its shareholders for approval, in each Disqualified Individual who has executed a Parachute Payment Waiver case, in accordance with this Section 6.08 for approval the requirements of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require such that, if approved by the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary requisite majority of the Company or any other Personshareholders, such payments and in no event benefits shall the Company (or any of its Affiliates) not be deemed in breach of this to be “parachute payments” under Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach 280G of the covenant contained herein or Code (the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationforegoing actions, a “280G Vote”). Prior to obtaining the Parachute Payment Waivers Closing, if a 280G Vote is required and seeking the stockholder approval described in this Section 6.08waivers are obtained from disqualified individuals, the Company shall provide the deliver to Parent and its counsel Group evidence reasonably satisfactory to Parent Group, (i) that a 280G Vote was solicited in conformance with copies of the analysis under Section 280G of the Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waivers Waiver, such “parachute payments” shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the disclosure statement and other stockholder approval materials contemplated by this calculations related to the foregoing (the “Section 6.08 and at least three (3280G Soliciting Materials”) Business Days shall be subject to advance review and the Company approval by Parent Group, which approval shall consider in good faith any changes reasonably requested by the Parent or its counselnot be unreasonably withheld.

Section 280G. Prior This provision shall be construed in accordance with Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the treasury regulations promulgated and other official guidance issued thereunder (collectively, “Section 280G”), and the terms “parachute payment” and “excess parachute payment” as used herein have the meanings ascribed to them under Section 280G. If it shall be determined that the aggregate payments and benefits constituting parachute payments which, but for the operation of this Section 1.05(l), would become payable or distributable by the Company to or for the benefit of an Eligible Participant, pursuant to this Agreement, any other agreement, or any benefit plan (collectively, the “Total Payments”), would result in any excess parachute payments becoming subject to the Closing Dateexcise tax imposed by Section 4999 of the Code, (the Company “Excise Tax”), then the Total Payments shall use commercially reasonable efforts be reduced to obtain from each Person an amount equal to one dollar (each, a “Disqualified Individual”$1) less than the maximum amount that could be paid to whom the Eligible Participant without giving rise to any payment or benefit is required or proposed to be made in connection with Excise Tax; provided that the transactions reduction contemplated by this Agreement that could constitute “parachute payments” Section 1.05(l) shall be applied only if the net after-tax benefit to the Eligible Participant after such reduction would be greater than the net after-tax benefit to the Eligible Participant without such reduction (notwithstanding the application of any Excise Tax on the unreduced Total Payments). For the avoidance of doubt, the Eligible Participant shall be responsible for the payment of any Excise Tax arising from the Total Payments. Any reduction in Total Payments required by this provision shall be applied to the Bonus Payments under this Agreement. All calculations and determinations necessary to effectuate this Section 280G(b)(2) of the Code 1.05(l), including without limitation determinations as to whether a reduction in payments is required and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all amount thereof, whether any item of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed compensation constitutes a parachute payment, and accepting in substitution for the Waived Benefits amount, if any, subject to the right Excise Tax (including determinations as to receive the Waived Benefits only if approved by the stockholders whether any portion of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoingexcess parachute payments constitutes reasonable compensation for services actually rendered, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2280G(b)(4)(B) of the Code at least seven (7) Business Days prior to Code), and the Closing Date or promptly after such amounts are knownpresent value of any parachute payment, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies made, consistent with Section 280G(b)(5)(B) of the Code 280G, by Parent in its sole discretion, which calculations and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there determinations shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers conclusive and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselbinding on all parties for all purposes.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person No later than three (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (73) Business Days prior to the Closing Date or promptly after such amounts are knownDate, if laterSeller and/or any applicable Group Company shall solicit approval by their equityholders, but in any event not fewer than four (4) Business Days prior to the Closing Date (extent required by, and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with with, Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, of the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive and retain any payment or benefits to be made or deemed made by Seller or any Group Company or Buyer or any of their Affiliates that could, separately or in the aggregate, in the absence of such approval by equityholders, cause such total payments and/or benefits to constitute “parachute payments” pursuant to Section 280G of the Code as a result of the transactions contemplated by this Agreement (which determination shall be made by Seller and shall be subject to review and comment by Buyer). Prior to seeking such equityholder approval, Seller shall obtain from each “disqualified individual” (as defined under Section 280G(c) of the Code) with a right to any potential “parachute payment” (as defined under Section 280G(b)(2) of the Code) a waiver of the right to the portion of payments or benefits that would cause such total payments and/or benefits to constitute “parachute payments” (as defined under Section 280G(b)(2) of the Code) (the “Waived 280G Benefits”) such that unless such payment and/or benefit to that disqualified individual is approved before the Closing Date by equityholders in a manner described in Section 280G(b)(5) of the Code, no event such payment and/or benefit will be made or provided or retained. Within a reasonable period of time (but not less than three (3) days) prior to soliciting such waivers, Seller will provide a draft of such waivers and such equityholder vote solicitation materials (together with any calculations and supporting documentation including Forms W-2/1099 and Schedule K-1 for calendar years 2015 through 2019 for the disqualified individuals along with any contract, arrangement, agreement or plan that is providing the putative parachute payments) to Buyer for Buyer’s review and comment, and Seller will consider and incorporate any reasonable comments from Buyer relating thereto. To the extent that any of the Waived 280G Benefits are not timely approved by the equityholders of Seller or any applicable Group Company as contemplated above, such Waived 280G Benefits shall this Section 6.08 not be construed made or provided in any manner and to require the Company (extent necessary each affected disqualified individual shall promptly repay to the applicable payor any Waived 280G Benefits that were previously provided to the disqualified individual. Notwithstanding the foregoing, to the extent that any contract, arrangement, agreement or plan is entered into by Buyer, or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has , and a disqualified individual in connection with the Companytransactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), any Subsidiary Buyer shall provide a copy of such contract, arrangement, agreement or plan to the Seller at least five (5) days before the solicitation of the Company Code 280G equityholder vote and shall cooperate with Seller in good faith in order to calculate or any other Person, and in no event shall determine the Company value (or any for purposes of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials transactions contemplated by this Agreement and that could constitute “parachute payments” pursuant to Section 6.08 and at least three (3280G(b)(2) Business Days to review and of the Company shall consider in good faith any changes reasonably requested by the Parent or its counselCode.

Section 280G. Prior The Company shall (i) secure from any Person who is a “disqualified individual”, as defined in Section 280G of the Code, and who has a right to any payments and/or benefits or potential right to any payments and/or benefits in connection with the consummation of the Merger that would be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of such Person’s rights to any such payments and/or benefits applicable to such Person to the extent 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 (ii) submit for approval by the Company 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 (such vote the “280G Stockholder Vote”). The Company shall not pay any of the Waived 280G Benefits if such payment is not approved by the Company Stockholders as contemplated above. If applicable, prior to the Closing Date, the Company shall use commercially reasonable efforts deliver to obtain from each Person (each, Parent evidence satisfactory to Parent that a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made vote of the Company Stockholders was received in connection conformance with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section thereunder, or that such requisite stockholder approval has not been obtained with respect to the Waived 280G Payments”) Benefits, and, as a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (consequence, the “Waived Benefits”), to the extent necessary so that all remaining payments 280G Benefits have not been and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentmade or provided. If applicable, not less than three Business Days before taking such actions, the Company shall deliver to Parent for review and comment copies of any documents or agreements necessary to effect this Section 5.1, including any stockholder consent form, disclosure statement, or waiver, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Codeshall reasonably incorporate comments received from Parent on such documents or agreements. In connection with the foregoing, the Parent shall provide the Company with all information reasonably and documents necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent or any of its Affiliates (the “Parent Payments”)Affiliates, together with all other potential payments, could constitute parachute payments under Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to (a) In the Closing Date, event that the Company shall use commercially reasonable efforts to obtain from each Person (each, undergoes a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made change in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days control prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner time that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company it (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement Affiliate that such Disqualified Individual has would be treated, together with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain as a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis single corporation under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of the Section 280G of the Code of 1986 and the regulations thereunder), the Parachute Payment Waivers Company agrees, upon the Executive’s request (the “Request”), to use its reasonable best efforts to seek the requisite approval by its shareholders of the payments proposed to be made to the Executive in connection with such change in control by taking all administrative steps necessary to prevent having the payments or any portion thereof characterized as “parachute payments” under Sections 280G and 4999 of the Code. The Company’s actions pursuant to this provision are not intended to bind, nor shall be construed as binding, the shareholders of the Company. In connection with the obtaining of such approval, if so requested, the Executive agrees to undertake any such waivers that may be required in order for the Company to validly seek the approval of its shareholders. Prior to making the Request, the Executive may seek, at the Company’s expense, input from the Company’s public accounting firm (the “Accounting Firm”) regarding the Executive’s potential parachute payments. The Company shall cooperate with, and provide the necessary information to, the Executive and the disclosure statement Accounting Firm for purposes of determining the Executive’s potential parachute payments. (b) If the Executive does not request that the Company seek the shareholder approval described in subsection (a) above: (i) In the event it shall be determined that all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive in connection with the Executive’s services for the Company or an Affiliate (the “Payments”), but determined for this purpose without regard to any required Gross-Up Payment (as defined below), will be subject to the excise tax imposed by Section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days penalties, are hereinafter collectively referred to review and as the “Excise Tax”), then the Company shall consider pay to the Executive one or more additional cash payments (each such payment, a “Gross-Up Payment”) in good faith such amounts so that the net cash amount remaining from such Gross-Up Payment after deduction or payment of (a) the Excise Tax imposed on the Gross-Up Payments and (b) all federal, state and local income and employment taxes imposed upon the Gross-Up Payments, shall equal fifty percent (50%) of the excise tax imposed by Section 4999 of the Code on the total Payments. The intent of the parties is that the Company shall be responsible for, and shall pay, 50% of the Excise Tax on any changes reasonably Payment and on any Gross-Up Payment and 50% of any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, as well as bearing any loss of tax deduction caused by the Gross-Up Payment. For purposes of determining the amount of any Gross-Up Payment, the Executive shall be deemed to pay (a) federal income tax at the highest marginal rate in effect for the calendar year during which such Gross-Up Payment is to be made, (b) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (c) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of the Executive’s principal residence as of the date of termination of employment with the Company or the date that any portion of the total Payments become subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the total Payments made to the Executive during such calendar year. (ii) All determinations required to be made under this Section 14, including whether and when a Gross-Up payment is required and the amount of the such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Parent Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm’s determination; provided that in no event shall any Gross-Up Payment be paid later than the end of the calendar year next following the calendar year in which the Executive or its counselthe Company remits the taxes for which the Gross-Up Payment is being paid. Any determination by the Accounting Firm shall be binding on the Company and the Executive.

Section 280G. Prior If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Closing Date, Company or the Company shall use commercially reasonable efforts Subsidiary is entitled to obtain from each Person (each, a “Disqualified Individual”receive any payment(s) to whom any payment or benefit is required or proposed to be made benefit(s) that would constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement that could constitute Agreement, then: (a) the Company shall obtain and deliver to Parent a Parachute Payment Waiver from each such “parachute payments” under Section 280G(b)(2disqualified individual”; and (b) as soon as practicable following the delivery of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”Waivers (if any) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase ClosingParent, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit the Waived Benefits of such payments to its shareholders for approval, in each Disqualified Individual who has executed a Parachute Payment Waiver case, in accordance with this Section 6.08 for approval the requirements of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require such that, if approved by the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary requisite majority of the Company or any other Personshareholders, such payments and in no event benefits shall the Company (or any of its Affiliates) not be deemed in breach of this to be “parachute payments” under Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach 280G of the covenant contained herein or Code (the representations set forth in foregoing actions, a “Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information280G Vote”). Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Closing, if a Section 6.08280G Vote is required, the Company shall provide the deliver to Parent and its counsel evidence reasonably satisfactory to Parent, (i) that a Section 280G Vote was solicited in conformance with copies of the analysis under Section 280G of the Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waivers Waiver, such “parachute payments” shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the disclosure statement and other stockholder approval materials contemplated by this calculations related to the foregoing (the “Section 6.08 and at least three (3280G Soliciting Materials”) Business Days shall be subject to advance review and the Company approval by Parent, which approval shall consider in good faith any changes reasonably requested by the Parent not be unreasonably withheld, conditioned or its counseldelayed.

Section 280G. Prior With respect to each employee, shareholder, director and/or individual independent contractor of the Company or any of its Subsidiaries who is, or would reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code and the regulations promulgated thereunder), the Company and its Subsidiaries shall use their commercially reasonable best efforts to obtain from each Person (each, a) ensure that any payments that would otherwise constitute a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made parachute payment” (as defined in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (thereunder) shall be exempt from the definition of “Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved ” by the stockholders reason of the Company in a manner that complies with exemption provided under Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2280G(b)(5)(A)(ii) of the Code at least and the regulations promulgated thereunder, and (b) take all actions reasonably necessary to exempt such payments (including obtaining any necessary waivers from such “disqualified individuals” and soliciting the consent of the Company’s stockholders) as soon as reasonably practicable following the date of this Agreement, but in no event later than seven (7) Business Days prior to the Closing Date Closing. Prior to obtaining such waivers and soliciting such consent, the Company shall provide drafts of such waivers and stockholder consent materials to Parent for its review and approval (such approval not to be unreasonably withheld or promptly after delayed). If any of the benefits or payments fail to be approved by the stockholders of the Company, such amounts are known, if later, but in any event benefits or payments shall not fewer be provided or made. No later than four three (43) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed deliver to Parent satisfactory evidence that a Parachute Payment Waiver in accordance with this Section 6.08 for approval vote of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders was solicited in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has accordance with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach foregoing provisions of this Section 6.08 if any 6.10 and that either (A) the requisite number of stockholder votes consenting to such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, benefits and payments was obtained with respect to any Parent Payments, there shall be no breach of such benefits and payments (the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section “280G of Approval”) or (B) that the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel280G Approval was not obtained.

Section 280G. Prior (a) The Company shall obtain prior to the Closing Date, initiation of the Company shall use commercially reasonable efforts to obtain from each Person (eachrequisite stockholder approval procedure under Section 6.15(b) below, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s from each Person whom the Company and/or Parent reasonably believes is or could be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.15(b), and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to receive some or all any parachute payment under Section 280G of the Code, and the Company shall have delivered each such payment or benefit Parachute Payment Waiver to Parent before the Closing Date. (the “Waived Benefits”), b) The Company shall use its reasonable best efforts to obtain not later than one day prior to the extent necessary so that all remaining payments and benefits applicable to Closing Date the approval by such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the number of stockholders of the Company in a manner that complies with as is required by the terms of Section 280G(b)(5)(B) of the Code. In connection with Code so as to render the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all parachute payment provisions of Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to absence of the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Waivers by the affected Persons under Section 6.15(a) above, might otherwise result, separately or in accordance with this the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 6.08 for approval 280G of the Company’s stockholders and Code, with such Disqualified Individual’s right stockholder approval to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders obtained in a manner that complies with satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, including Q-7 of Section 1.280G-1 of such Treasury Regulations. Whenever the Company becomes aware of any event prior to Closing that should be set forth in no event shall an amendment or supplement to the disclosure provided to stockholders as contemplated by Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder so that such disclosure would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the Company will promptly inform the Parent of such occurrence and will promptly (and in all events prior to Closing and consistent with the intent of the first sentence of this Section 6.08 be construed 6.15(b)) prepare and provide to require the Company’s stockholders such amendment or supplement. Parent shall disclose to the Company (the material terms of any arrangements agreed to prior to Closing that will be provided by Parent or any of its AffiliatesAffiliates to any “disqualified individuals” prior to the Agreement Date so that the Company may comply with its obligations under this Section 6.15(b). (c) The form of Parachute Payment Waiver, and disclosure document and other materials to compel solicit any Disqualified Individual stockholder vote contemplated by Section 6.15(b), shall each be in a form reasonably acceptable to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary Parent. The Company shall provide to Parent at least two (2) Business Days in advance of their intended use a copy of the Company or any other Person, and in no event shall the Company (or any form of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Codeall consents, the Parachute Payment Waivers and the disclosure statement documents and other materials to solicit any stockholder approval materials vote contemplated by this Section 6.08 and at least three (3) Business Days 6.15(b), provide Parent with a reasonable opportunity to review and the Company shall comment thereon, and consider in good faith any changes reasonably requested reasonable comments provided thereon by the Parent or its counselParent.

Section 280G. Prior If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Closing Date, Company or any of its Subsidiaries may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made Code in connection with the transactions contemplated by this Agreement that could constitute Agreement, then: (a) the Company shall use reasonable commercial efforts to obtain and deliver to Buyer a Parachute Payment Waiver from each such “parachute payments” under Section 280G(b)(2disqualified individual”; and (b) as soon as practicable following the delivery of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”Waivers (if any) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase ClosingBuyer, the Company shall prepare and distribute to the Securityholders that are required to receive a disclosure statement under Section 280G of the Code, a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit the Waived Benefits of such payments to such Securityholders for approval, in each Disqualified Individual who has executed a Parachute Payment Waiver case, in accordance with this Section 6.08 for approval the requirements of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require such that, if approved by the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary requisite majority of the Company or any other Person, and in no event shall Securityholders that have the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any right to vote on such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis payments under Section 280G of the Code, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Buyer evidence reasonably satisfactory to Buyer, (i) that a 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waivers Waiver executed by the applicable disqualified individual, such “parachute payments” shall not be made or provided. For the avoidance of doubt, this Section 5.12 will not be deemed breached by reason of (x) the refusal of a disqualified individual to execute a waiver as discussed herein or (y) any Buyer Arrangement, unless such Buyer Arrangement (or the material terms thereof, including values) is provided to the Company at least 10 Business Days prior to the Closing. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Securityholders in connection with the Section 280G Approval and the disclosure statement and other stockholder approval materials contemplated by this calculations related to the foregoing (the “Section 6.08 and at least three (3280G Soliciting Materials”) Business Days shall be subject to advance review and the Company approval by Buyer, which approval shall consider in good faith any changes reasonably requested by the Parent or its counselnot be unreasonably withheld.

Section 280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person (each, person who has a “Disqualified Individual”) right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement Transactions that could would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” within the meaning of Section 280G(b)(2280G of the Code and the applicable Treasury Regulations thereunder and as to which such person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such person so that all remaining payments or benefits applicable to such person shall not be deemed to be “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (b) following the execution of the waivers described in clause (a), solicit the approval of the shareholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code at least and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent any of the Waived 280G Benefits were not approved by the shareholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the shareholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.17 and that either (i) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Company shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, and in no event later than two (2) Business Days prior to, delivery to the “disqualified individuals” and the shareholders of the Company of such waiver and disclosure statement, respectively, and the Company shall reflect in such waiver and disclosure statement any changes reasonably requested by the SPAC (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel SPAC with copies a summary of the analysis calculations and related documentation reasonably required to determine whether the vote described in this Section 7.17 is necessary in order to avoid the imposition of Taxes under Section 280G 4999 of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior If and to the Closing Date, extent Rotor and the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made agree in connection with good faith that the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting change in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute paymentscontrol event” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers Company shall (a) prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) who would receive or retain any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that no payments and/or benefits shall be deemed to be “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code) and (b) prior to the Closing Date submit to a Company shareholder vote (along with adequate disclosure statement satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and other stockholder any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval materials, the Company shall provide drafts of the calculations, waivers and approval materials contemplated by this Section 6.08 to Rotor for its review and at least three comment no later than five (35) Business Days prior to review soliciting such waivers and soliciting such approval, and the Company shall consider in good faith any changes comments provided by Rotor. If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing, the Company shall deliver to Rotor evidence reasonably requested by acceptable to Rotor that a vote of the Parent Company shareholders was solicited in accordance with the foregoing provisions of this Section 5.19 and that either (i) the requisite number of votes of the Company shareholders was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or its counsel(ii) the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be retained or provided.

Section 280G. Prior to the Closing Date, the The Company shall use commercially its reasonable best efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could would constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a an executed written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the CodeCode (a “Section 280G Waiver”). In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract Contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”)Affiliates, together with all other Section 280G Payments, could would reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days calendar days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Section 280G Waiver in accordance with this Section 6.08 4.7 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived BenefitsCode. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the The Company shall provide the Parent and its counsel with copies a copy of the analysis under draft Section 280G of the Code, the Parachute Payment Waivers Waiver and the disclosure statement and other stockholder draft shareholder approval materials contemplated by this Section 6.08 4.7 within a reasonable time prior to delivery to each Disqualified Individual and the stockholders of the Company of such Section 280G Waiver and shareholder approval materials, respectively (and, in any event, at least three five (35) Business Days calendar days prior to review the Closing Date), and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the shareholders of the Company was solicited in accordance with this Section 4.7 with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite shareholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite shareholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiver.

Section 280G. Prior to To the Closing Date, extent STPC and the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made agree in connection with good faith that the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting change in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute paymentscontrol event” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers Company shall (a) prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) who could receive or retain any payment or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that no payments and/or benefits shall be deemed to be “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code) and (b) prior to the Closing Date submit to a Company shareholder vote (along with adequate disclosure statement intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and other stockholder any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval materials contemplated by this materials, the Company shall provide drafts of the calculations, form of waiver and shareholder consent (including adequate disclosure intended to satisfy the requirements of Section 6.08 280G(b)(5)(B)(ii)) to STPC for its review and at least comment no later than three (3) Business Days days prior to review soliciting such waivers and soliciting such approval, and the Company shall consider in good faith any changes reasonably requested comments provided by STPC. If any of the Parent Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code as contemplated above, such Waived 280G Benefits shall not be made or its counselprovided. Prior to the Closing, the Company shall deliver to STPC evidence that a vote of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 5.19 and that either (i) the requisite number of votes of the Company shareholders was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be retained or provided.

Section 280G. Prior (i) No later than five (5) Business Days prior to the Closing Date, the Company shall solicit and use commercially reasonable best efforts (which shall not require the payment of compensation) to obtain from each Person (eachwho is, with respect to the Company or any of its Subsidiaries, a “Disqualified Individual”disqualified individual” (within the meaning of Section 280G of the Code) that has a right to whom any payment payments or benefit is required benefits or proposed potential right to any payments or benefits that would be made in connection with the transactions contemplated by this Agreement that could deemed to constitute “parachute payments” under Section 280G(b)(2) (within the meaning of the Code and the regulations promulgated thereunder (“Section 280G Payments”of the Code) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all waiver of such payment Person’s rights to any such payments or benefit benefits (the “Waived 280G Benefits”), to the extent necessary ) so that all remaining payments and or benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” (within the meaning of Section 280G(b)(2) 280G of the Code at least seven Code), in each case to the extent such waiver is not obtained prior to the date hereof, and (7ii) if any such waiver is obtained, no later than three (3) Business Days prior to the Closing Date or promptly after such amounts are knownDate, if later, but in any event solicit and use reasonable best efforts (which shall not fewer than four (4require the payment of compensation) Business Days prior to obtain the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders Company Stockholders, to the extent and such Disqualified Individual’s right to receive in the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed order to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve pay any Waived Benefits280G Benefits (the “280G Approval”). Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the The Company shall provide the Parent drafts of such waivers and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other such stockholder approval materials contemplated by this Section 6.08 to Parent for its review, comment and at least three (3) Business Days approval prior to review obtaining such waivers and soliciting such approval, and the Company shall consider in good faith and not unreasonably omit any changes reasonably or comments thereto requested by Parent. The Company shall not pay any of the Waived 280G Benefits if such waived payment is not approved by the Company Stockholders as contemplated above. Prior to the Closing Date, the Company shall deliver to Parent copies of each executed waiver described above that has been obtained as well as evidence that a vote of the Company Stockholders was solicited in accordance with the provisions of this Section 7.11(c) and that either (A) the 280G Approval was obtained or its counsel(B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts make Commercially Reasonable Efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) vote of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right Stockholders entitled to receive some or all of such payment or benefit (the “Waived Benefits”)vote, to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of satisfies the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for shareholder approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with requirements under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedthereunder (a “280G Stockholder Vote”), that approving the right of any “disqualified individual” (as defined in no event shall this Section 6.08 be construed to require 280G(c) of the Company (or any of its AffiliatesCode) to compel receive any Disqualified Individual payment or benefit that would reasonably be expected to waive be a “parachute payment” under Section 280G of the Code as a result of the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to avoid any existing rights under payment received by, or benefit provided to, such “disqualified individual” from being an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code (“Excess Parachute Payment”). The Company shall (a) provide drafts of any Contract required waivers, consents or agreement that such Disqualified Individual has agreements and any materials necessary to comply with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses 280G Stockholder Vote to waive any such rights despite Parent prior to submission to the Company’s commercially disqualified individuals, with respect to such waivers, consents or agreements, or the Company’s Stockholders entitled to vote, with respect to documentation necessary to comply with the 280G Stockholder Vote, and Parent shall have the right to review and provide reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreementcomments, which may be incorporated, to the extent that they are timely provided by Parent and (b) make Commercially Reasonable Efforts to obtain all waivers, consents or agreements from each disqualified individual of such disqualified individual’s rights to some or all payments or benefits contingent on the Parent has provided materially inaccurate information, transactions contemplated by this Agreement to avoid any payment or the Parent’s material omission of information has resulted in materially inaccurate information, with respect benefit that would reasonably be expected to any Parent Payments, there shall be no breach a “parachute payment” under Section 280G of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationCode from being an Excess Parachute Payment. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing, the Company shall provide the Parent and its counsel with copies of all documents executed by the analysis Stockholders and disqualified individuals in connection with the 280G Stockholder Vote. Notwithstanding the foregoing and for the avoidance of doubt, the obligations of the Company contained in this Section 5.14 shall not include obligations with respect to payments or benefits pursuant to agreements or arrangements that create a right or entitlement to receive any “parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Code that Parent or its counselAffiliates has provided to, or entered into with (or directed a Person to enter into with), such “disqualified individual”, but of which the Company does not have Knowledge.

Section 280G. Prior (a) Sellers shall obtain and deliver to Buyer, prior to the Closing Dateinitiation of the requisite stockholder approval procedure under Section 6.10(b), the Company shall use commercially reasonable efforts to obtain a Parachute Payment Waiver from each Person (eachwho is, with respect to the Company, a “Disqualified Individual”disqualified individual” (within the meaning of Section 280G) and who will or may, absent such Parachute Payment Waiver, receive or have the right or entitlement to whom any payment or benefit is required or proposed to be made receive a “parachute payment” (within the meaning of Section 280G) in connection with the transactions contemplated by this Agreement Agreement. (b) As soon as practicable following the delivery by the Company to the Buyer of the Parachute Payment Waivers, the Company shall provide adequate disclosure of, and submit to the stockholders of the Company for approval, in each case, in accordance with Section 280G, any payments and/or benefits that could constitute are subject to a Parachute Payment Waiver, such that, if approved by the Company’s stockholders in accordance with Section 280G, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G(b)(2280G. Prior to the Closing, the Company shall deliver to the Buyer evidence reasonably satisfactory to the Buyer (i) that a Company stockholder vote was solicited in conformance with Section 280G, and the requisite Company stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and, as a consequence, pursuant to the Parachute Payment Waiver, all payments or benefits that would constitute “parachute payments” if paid or provided shall not be paid or provided. The Company shall use its commercially reasonable efforts to obtain the Section 280G Approval in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder (in either case, the “Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived BenefitsVote Materials”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders . The form of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right any materials to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by submitted to the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has connection with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days Approval shall be subject to review and the Company approval by Buyer, which approval shall consider in good faith any changes reasonably requested by the Parent or its counselnot be unreasonably withheld.

Section 280G. Prior to the Closing Date, (a) Purchaser and the Company shall use commercially reasonable efforts to obtain from each acknowledge that certain amounts which may be received by any Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could may be deemed to constitute a “parachute paymentspayment” (within the meaning of Section 280G). The Company shall use commercially reasonable efforts to obtain, prior to the solicitation of the requisite interest holder approval described in Section 7.11(b), a Section 280G Waiver from each Disqualified Individual, as determined immediately prior to the initiation of the solicitation of the requisite interest holder approval described in Section 7.11(b), and who might otherwise receive or have the right or entitlement to receive a “parachute payment” under Section 280G(b)(2280G in connection with the transactions contemplated by this Agreement, unless the requisite interest holder approval of such parachute payments is obtained pursuant to Section 7.11(b). (b) As soon as practicable following the receipt by the Company of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (Waivers, if any, for the “Waived Benefits”applicable individuals described in Section 7.11(a), the Company shall submit to the extent necessary so applicable interest holders any payments and/or benefits that all remaining payments and benefits applicable are subject to such Disqualified Individual shall not be deemed a parachute payment, and accepting Section 280G Waiver (accompanied by a disclosure statement) for approval in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies accordance with Section 280G(b)(5)(B) of the Code. In connection with Prior to the foregoingClosing, the Parent Company shall provide the Company deliver to Purchaser with all information reasonably necessary respect to allow the Company to determine whether any payments made or to be made or benefits granted or that are subject to be granted pursuant a Section 280G Waiver (i) evidence that a interest holder vote was solicited in conformance with Section 280G, and the requisite interest holder approval was obtained with respect to any agreement, arrangement or contract entered into or negotiated by payments and/or benefits that were subject to the Parent or its Affiliates interest holder vote (the “Parent Payments”), together with all Section 280G PaymentsApproval”) or (ii) notice that the Section 280G Approval was not obtained and as a consequence, could reasonably be considered pursuant to be the Section 280G Waiver, such “parachute payments” within the meaning of Section 280G(b)(2) of the Code shall not be made or provided. The Company shall deliver to Purchaser at least seven two (72) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior submission to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior interest holders, copies of all documents being submitted by the Company to the Closing Dateinterest holders pursuant to this Section 7.11(b) for Purchaser’s review and comment and approval (which shall not be unreasonably withheld). Prior . (c) Notwithstanding any provision to the Securities Purchase Closingcontrary contained in this Agreement, the Company shall submit the Waived Benefits Purchaser expressly acknowledges and agree that none of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedSeller, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (of their respective Affiliates will have any liability or obligation of any kind or nature to Purchaser or any of its Affiliates) be deemed other Person in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights the event that despite the Company’s exercise of commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08efforts, the Company shall provide the Parent and its counsel with copies fails to obtain any or all of the analysis under Section 280G of Waivers from the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselDisqualified Individuals.

Section 280G. Prior (a) Each of the Acquired Companies shall obtain, prior to the Closing Dateinitiation of the equityholder approval procedure described in Section 7.04(c), the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) ), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified IndividualPerson’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of any of the Company Acquired Companies in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent Purchaser shall provide the Company Seller with all information reasonably and documents necessary to allow the Company Acquired Companies to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent Purchaser or any of its respective Affiliates (the “Parent Purchaser Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven ten (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (410) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). . (c) Prior to the Securities Purchase Closing, each of the Acquired Companies shall obtain the approval by such number of equityholders of the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, including Q‑7 of Section 1.280G‑1 of such Treasury Regulations, of the right of each Person described in Section 7.04(a) to receive or retain, as applicable, such Person’s Waived Benefits, provided that in no event shall this Section 6.08 7.04 be construed to require the Company (or any of its Affiliates) the other Acquired Companies to compel any Disqualified Individual Person to waive any existing rights under any Contract contract or agreement that such Disqualified Individual Person has with the Company, any Subsidiary of the such Acquired Company or any other Person, and in no event shall the Company (or any of its Affiliates) the other Acquired Companies be deemed in breach of this Section 6.08 7.04 if any such Disqualified Individual Person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders equityholders fail to approve any Waived Benefits. . (d) Notwithstanding anything to the contrary in this Section 6.08 7.04 or otherwise in this Agreement, to the extent the Parent Purchaser has provided materially inaccurate informationmisinformation, or the ParentPurchaser’s material omission of information has resulted in materially inaccurate informationmisinformation, with respect to any Parent Purchaser Payments, (i) there shall be no breach of the representation contained in Section 5.09 or the covenant contained herein and (ii) for all purposes of this Agreement, including the calculation of any Taxes pursuant to Article XII, no payment by, or the representations set forth in Section 4.18(d)(iv) benefit provided to, any “disqualified individual” with respect to the extent caused by whom such inaccurate misinformation or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company omission was provided shall provide the Parent and its counsel with copies of the analysis be a “parachute payment” under Section 280G 280G(b) of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior To the extent that any compensatory payments or benefits will constitute “parachute payments,” as such term is defined in Section 280G of the Code and the Treasury Regulations promulgated thereunder (“Section 280G”) as a result of the consummation of the transactions contemplated hereby, prior to the Closing DateClosing, the Company shall Sellers will (i) use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute such parachute payments from each person who is a “disqualified individual” within the meaning of Section 280G such that unless such payments are approved by eligible equityholders 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 waived payments shall be made (understanding that nothing in this subsection (i) shall require any individual to execute a waiver and the Sellers will not be in breach of this Section 9.03 if any disqualified individual elects not to execute a waiver) and (ii) with respect to payments to any such individual from whom a waiver is received, conduct an equityholder vote with respect to such parachute payments” under payments in accordance with the requirements of Section 280G(b)(2280G(b)(5)(B) of the Code and the regulations Treasury Regulations promulgated thereunder (the “Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived BenefitsApproval”), to . To the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment280G Approval is sought, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders Sellers will provide copies of the Company waivers and materials to be distributed in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G PaymentsApproval not later than three (3) Business Days prior to the distribution of such materials, could for Buyer’s (or Buyer’s designee’s) review and reasonable comment, and shall consider in good faith for incorporation of Buyer’s (or Buyer’s designee’s) reasonable comments thereto. Buyer shall reasonably be considered cooperate with the Sellers in connection with the determination of any parachute payments subject to be “parachute payments” within this Section 9.03, including by providing the meaning Sellers with material information in Buyer’s possession relevant to such payments (including copies of Section 280G(b)(2any go-forward employment, incentive, equity, or other agreements) of the Code at least no later than seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but Closing. In the event that Xxxxx does not provide the Sellers with adequate information regarding those Buyer arrangements to be included in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval analysis of the Company’s stockholders and such Disqualified Individual’s right to receive parachute payments under Section 280G, then the Waived Benefits Sellers shall not be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, 9.03 with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselBuyer arrangements.

Section 280G. Prior to the Closing Date, the Each Subject Company shall will use commercially reasonable efforts to obtain secure from each Person who is a “disqualified individual” as defined in Section 280G(c) of the Code (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall will not be deemed a parachute paymentpayments, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the such Subject Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates Code (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing DateStockholder Approval”). Prior to the Securities Purchase Closing, the each Subject Company shall will submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver waiver in accordance with this Section 6.08 11.8 for approval of the such Subject Company’s stockholders equityholders and such Disqualified Individual’s right to receive the Waived Benefits shall will be conditioned upon receipt of the requisite approval by the Company’s stockholders such equityholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunderCode; provided, that in no event shall will this Section 6.08 11.8 be construed to require the such Subject Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract contract or agreement that such Disqualified Individual has with the CompanySellers, any Subsidiary of the such Subject Company or any other Person, and in no event shall the will such Subject Company (or any of its Affiliates) be deemed in breach of this Section 6.08 11.8 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders such equityholders fail to approve any Waived Benefits. Notwithstanding anything Within a reasonable time prior to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to seeking any Parent Payments, there shall be no breach waiver of the covenant contained herein or Waived Benefits and the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08280G Stockholder Approval, the Subject Company shall will provide the Parent and its Purchaser’s counsel with copies a copy of the analysis under Section 280G of the Codewaiver agreement, the Parachute Payment Waivers disclosure statement, equityholder consent and calculations prepared in connection with the disclosure statement and other stockholder approval materials actions contemplated by this Section 6.08 11.8 and at least three (3) Business Days to review and the such Subject Company shall will consider in good faith any changes reasonably requested by the Parent Purchaser or its counsel. Prior to the Closing, the Subject Company will deliver to Purchaser notification that either (i) the 280G Stockholder Approval was obtained with respect to the Section 280G Payments or (ii) the 280G Stockholder Approval was not obtained with respect to the Section 280G Payments and that, as a consequence, no Waived Benefits will be paid. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Purchaser or any of its Affiliates and a Disqualified Individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Purchaser Arrangements”), Purchaser shall provide a copy of such contract, agreement or plan to the Subject Company before the Closing Date and shall cooperate with such Subject Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, that may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided that, in any event, such Subject Company’s failure to include the Purchaser Arrangements in the 280G Stockholder Approval materials described herein, for any reason, will not result in a breach of the covenants set forth in this Section 11.8.

Section 280G. Prior to the Closing Date, the (a) The Company and each of its Subsidiaries shall use commercially reasonable efforts to obtain obtain, prior to the initiation of the equityholder approval procedure described in Section 7.04(c), from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) ), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified IndividualPerson’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent shall provide the Company Representative with all information reasonably and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent Parent, Merger Sub or its any of their respective Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven ten (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (410) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). . (c) Prior to the Securities Purchase Closing, the Company and each of its Subsidiaries shall submit use its commercially reasonable efforts to obtain the Waived Benefits approval by such number of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval equityholders of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 7.04(a) to receive or retain, as applicable, such Person’s Waived Benefits; provided, provided that in no event shall this Section 6.08 7.04 be construed to require the Company (or any of its Affiliates) Subsidiaries to compel any Disqualified Individual Person to waive any existing rights under any Contract contract or agreement that such Disqualified Individual Person has with the Company, any such Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) Subsidiaries be deemed in breach of this Section 6.08 7.04 if any such Disqualified Individual Person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders equityholders fail to approve any Waived Benefits. . (d) Notwithstanding anything to the contrary in this Section 6.08 7.04 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate informationmaterial misinformation, or the Parent’s material omission of information has resulted in materially inaccurate informationmaterial misinformation, with respect to any Parent Payments, and such omission of information or misinformation results in the payment of “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code and the Treasury Regulation thereunder), there shall be no breach of the representation contained in Section 5.09 or the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselherein.

Section 280G. Prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to obtain (a) solicit from each any Person who (each, i) is a “Disqualified Individual”disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to whom any payment or benefit is required or proposed to be made payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “excess parachute payments” pursuant to Section 280G of the Code a waiver of all or a portion of such Person’s rights to any “excess parachute payments”, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” under pursuant to Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived 280G Benefits”), to and (b) for all such obtained waivers, submit for approval by the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for Company’s stockholders the Waived Benefits 280G Benefits, in accordance with the right to receive the Waived Benefits only if approved by the stockholders requirements of the Company in a manner that complies with Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. In connection with the foregoingNo later than two (2) Business Days before soliciting such waivers, the Parent Company shall provide to Purchaser and its counsel drafts of the Company with all information reasonably consent, waiver, disclosure statement and calculations necessary to allow effectuate the Company to determine whether approval process for review and shall consider any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at comments in good faith. At least seven (7) Business Days days prior to the Closing Date or promptly after such amounts are knownClosing, if later, but in any event not fewer than four (4) Business Days prior Purchaser shall disclose to the Closing Date Company all material terms and values regarding (x) any payment or benefit provided by Purchaser or an Affiliate of Purchaser (other than the Company) and (y) any payment or benefit provided by the Company at Purchaser’s direction or pursuant to an agreement entered into by the Company at Purchaser’s direction, in each case, to any Person who is a “disqualified individual” (clauses (x) and (y) are collectively defined as “Purchaser Arrangements”). If Purchaser fails to comply with the preceding sentence, the Company shall further provide any such updated information as is reasonably necessary prior not be violation of this Section 6.14 if it solicits the stockholder vote without including the Purchaser Arrangements. Prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of notify Purchaser whether or not the requisite stockholder approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, not been obtained with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section Waived 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselBenefits.

Section 280G. Prior The Company shall, prior to the Closing (i) secure from any Person who is a “disqualified individual”, as defined in Section 280G of the Code, of the Company or any parent or Subsidiary of the Company and who has a right to any payments and/or benefits or potential right to any payments and/or benefits in connection with the consummation of the Merger (either alone or upon the occurrence of any additional or subsequent events) that would be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a binding written waiver of such Person’s rights to any such payments and/or benefits applicable to such Person to the extent 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”) to the extent such parachute payments are not subsequently approved pursuant to a stockholder vote in accordance with the requirements of Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code (such vote the “280G Stockholder Vote”); (ii) submit for approval by the Company Stockholders the Waived 280G Benefits, to the extent and in the manner that satisfies the requirements of the 280G Stockholder Vote; and (iii) provide all required disclosure to all persons entitled to vote under Section 280G(b)(5)(B)(ii) of the Code and hold a vote of stockholders in the manner intended to satisfy the requirements of the 280G Stockholder Vote. The Company shall not pay any of the Waived 280G Benefits if such payment is not approved by the Company Stockholders as contemplated above. If applicable, prior to the Closing Date, the Company shall use commercially reasonable efforts deliver to obtain from each Person (each, Parent evidence satisfactory to Parent that a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made vote of the Company Stockholders was received in connection conformance with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section thereunder, or that such requisite stockholder approval has not been obtained with respect to the Waived 280G Payments”) Benefits, and, as a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (consequence, the “Waived Benefits”), to the extent necessary so that all remaining payments 280G Benefits have not been and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not provided. No fewer than four two (42) Business Days prior to the Closing Date (and shall further provide any days before taking such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closingactions, the Company shall submit the Waived Benefits deliver to Parent for review and comment copies of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with any documents or agreements necessary to effect this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided5.1, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Companyincluding, but not limited to, any Subsidiary of the Company or any other Personstockholder consent form, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate informationdisclosure statement, or the Parent’s material omission of information has resulted in materially inaccurate informationwaiver, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider revise any such documents or agreements to take into account any reasonable comments received from Parent on such documents or agreements; provided that Parent shall in good faith no way be responsible for any changes reasonably requested of the content of such disclosure except for information supplied in writing by the Parent or its counselexpressly for inclusion therein.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable best efforts to obtain from each Person “disqualified individual” (each, as defined in Section 280G(c) of the Code) a “Disqualified Individual”) to whom waiver of any payments or benefits that might otherwise reasonably result in the payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute provision of “parachute payments” under (as defined in Section 280G(b)(2) of the Code Code) or that might be subject to an excise Tax under Section 4999 of the Code, such that after giving effect to all waivers, the Seller, the Company, and the regulations promulgated thereunder Purchaser have not made or provided, nor are required to make or provide, any payments or benefits that would not be deductible under Section 280G of the Code or that would be subject to an excise Tax under Section 4999 of the Code (the payments and benefits waived (which, for the avoidance of doubt, shall be, with respect to any individual, the amounts in excess of 299% of such individual’s “base amount” (as defined in Section 280G(b)(3) of the Code)) shall be collectively referred to as the “Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at . At least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary five days prior to the Closing Date). Prior to , the Securities Purchase Closing, Seller and the Company shall submit the submit, accompanied by adequate disclosure, for shareholder approval all Section 280G Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Payments in accordance with this Section 6.08 for approval the terms of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall Treasury Regulations thereunder with the purpose of determining the right of each “disqualified individual” to receive the Section 280G Waived Payments by rendering the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and benefits provided by the Seller or the Company to those individuals who have executed a waiver pursuant to this Section 6.08 7.6 that, in the absence of such waiver, might otherwise reasonably result in the provision of any payments or benefits that would be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis “parachute payment” under Section 280G of the Code. The Seller shall provide to the Purchaser, no later than five (5) days prior to obtaining the Parachute Payment Waivers waivers, (i) drafts of any waivers, disclosure documents, shareholder consent forms and other relevant documents relating to the waiver and vote prepared by the Seller or the Company in connection with this Section 7.6 and (ii) reasonable documentation regarding the determination of the Section 280G Waived Payments. Seller and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company Company, as applicable, shall consider in good faith incorporate any changes reasonably requested comments made by the Parent or its counselPurchaser prior to obtaining the waivers and soliciting the vote.

Section 280G. Prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to solicit and obtain from each Person “disqualified individual” (eachas defined in Section 280G of the Code) who may receive any payments and/or benefits that may, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could Agreement, separately or in the aggregate, constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) 280G of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed ) a waiver of such disqualified individual’s rights to require the Company (some or any all of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract such payments or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, benefits to the extent that any such payment or benefit would constitute an excess “parachute payment” (within the Parent has provided materially inaccurate information, or the Parent’s material omission meaning of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach Section 280G of the covenant contained herein or Code and the representations set forth regulations promulgated thereunder) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) submit to its stockholders for approval (in Section 4.18(d)(iv) a manner reasonably satisfactory to the extent caused Acquiror), by such inaccurate or omitted information. Prior to obtaining number of stockholders as is required by the Parachute Payment Waivers and seeking the stockholder approval described in this terms of Section 6.08, the Company shall provide the Parent and its counsel with copies 280G(b)(5)(B) of the analysis Code, of the rights of any such disqualified individual who has duly executed a 280G Waiver to receive the Waived 280G Benefits, such that such Waived 280G Benefits shall not be deemed “parachute payments” under Section 280G of the Code, and prior to the Parachute Payment Waivers Closing Date, the Company shall deliver to Acquiror evidence satisfactory to Acquiror that (i) a stockholder vote was held in conformance with Section 280G and the disclosure statement regulations promulgated thereunder with respect to each individual who provides a duly executed 280G Waiver and other the requisite stockholder approval materials was obtained with respect to the Waived 280G Benefits that were subject to the stockholder vote (the “280G Approval”) or (ii) that the 280G Approval was not obtained and as a consequence, that such Waived 280G Benefits shall not be made or provided, pursuant to the applicable 280G Waivers. If no payments and/or benefits could constitute “parachute payments” in connection with the transactions contemplated by this Section 6.08 and at least three (3) Business Days Agreement, then the 280G Approval shall not be required to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselbe obtained.

Section 280G. Prior to the Closing Date, the (a) The Company and each of its Subsidiaries shall use commercially reasonable efforts to obtain seek, prior to the initiation of the equityholder approval procedure described in Section 7.04(c), from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) ), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified IndividualPerson’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent Purchaser shall provide the Company Representative with all information reasonably and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent Purchaser, the Merger Sub or its Affiliates (the “Parent Payments”)any of their respective Affiliates, together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven five (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (45) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). . (c) Prior to the Securities Purchase Closing, the Company and each of its Subsidiaries shall submit use its commercially reasonable efforts to obtain the Waived Benefits approval by such number of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval equityholders of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; , including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 7.04(a) to receive or retain, as applicable, such Person’s Waived Benefits, provided, that in no event shall this Section 6.08 7.04 be construed to require the Company (or any of its Affiliates) Subsidiaries to compel any Disqualified Individual Person to waive any existing rights under any Contract contract or agreement that such Disqualified Individual Person has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) Subsidiaries be deemed in breach of this Section 6.08 7.04 if any such Disqualified Individual Person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders equityholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission . (d) Copies of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused all materials produced by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide in connection with the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder equityholder approval materials contemplated by this Section 6.08 7.04 (including the form of waiver agreement and at least equityholder disclosure statement) shall be provided to the Purchaser no less than three (3) Business Days in advance of the circulation of the waiver agreements to review the Persons requested to execute them, and the Company form and substance of all such materials shall consider in good faith any changes reasonably requested by be subject to the Parent Purchaser’s approval, not to be unreasonably withheld or its counseldelayed.

Section 280G. Prior The Company shall (a) prior to the Closing Date, the Company shall solicit and use commercially reasonable best efforts to obtain from each Person “disqualified individual” (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2280G(c) of the Code and the any regulations promulgated thereunder thereunder) who could otherwise receive or retain any payment or benefits that could constitute a “parachute payment” (“within the meaning of Section 280G Payments”280G(b)(2)(A) of the Code and any regulations promulgated thereunder) a written agreement (a “Parachute Payment Waiver”) waiving waiver of such Disqualified Individualdisqualified individual’s right rights to receive some or all of such payment payments or benefit benefits (the “Waived 280G Benefits”), to the extent necessary ) so that all remaining no payments and or benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” (within the meaning of Section 280G(b)(2280G of the Code and any regulations promulgated thereunder) and (b) prior to the Closing Date submit to a shareholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval materials, the Company shall provide drafts of the calculations, waivers and approval materials to CBRG for its review and comment at least seven five (75) Business Days prior to the Closing Date or promptly after soliciting such amounts are knownwaivers and soliciting such approval, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit consider incorporation of any comments provided by CBRG in good faith. If any of the Waived 280G Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver fail to be approved in accordance with this Section 6.08 for approval the requirements of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; as contemplated above, such Waived 280G Benefits shall not be made or provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing, if there are any Waived 280G Benefits, the Company shall provide the Parent and its counsel with copies deliver to CBRG evidence reasonably acceptable to CBRG that a vote of the analysis under shareholders was solicited in accordance with the foregoing provisions of this Section 5.21 and that either (i) the requisite number of votes of the shareholders was obtained with respect to the Waived 280G of Benefits (the Code“280G Ap p roval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company Waived 280G Benefits shall consider in good faith any changes reasonably requested by the Parent not be retained or its counselprovided.

Section 280G. Prior If required to avoid the imposition of Taxes under Section 4999 of the Code or the loss of a deduction to the Closing DateCompany or any of its Subsidiaries under Section 280G of the Code, in each case, with respect to any payment or benefit arising in connection with the transactions contemplated by this Agreement, prior to the Closing, the Company shall use commercially reasonable efforts to obtain (i) solicit a waiver from each Person “disqualified individual” (each, within the meaning of Section 280G(c) of the Code) entitled to receive a payment that is reasonably expected to be a “Disqualified Individual”parachute payment” (within the meaning of Section 280G(b)(2) to whom any payment or benefit is required or proposed to be made of the Code) in connection with the transactions contemplated by this Agreement of his or her right to receive such payment or benefit (a “280G Waiver”), and (ii) cause the Company to deliver to the holders of Common Stock a disclosure statement, that could constitute “parachute payments” is reasonably intended to satisfy its disclosure obligations under Section 280G(b)(2280G(b)(5)(B) of the Code and the regulations promulgated thereunder thereunder, and which solicits approval by the Company Stockholders (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived BenefitsShareholder Approval”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior intended to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies comply with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, of the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive or retain any payments or benefits that would reasonably be expected, in the absence of such approval by such Company Stockholders, to constitute “parachute payments” (within the meaning of Section 280G(b)(2) of the Code); provided, provided that in no event such 280G Waiver shall this Section 6.08 not be construed required to require the Company (include any payments or benefits that may be made by Parent or any of its AffiliatesAffiliates pursuant to arrangements entered into at the direction of Parent on or before the Closing, unless at least seven (7) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything calendar days prior to the contrary in this Section 6.08 or otherwise in this AgreementClosing, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate informationprovides, with respect to any agreement, contract or arrangement that Parent Paymentsor its Affiliates are providing or entering into on or prior to the Closing Date to or with respect to any disqualified individual in connection with the transactions contemplated hereby, there a written description, satisfying the adequate disclosure requirements of Section 280G(b)(5)(B)(ii) of the Code, of any such agreement, contract or arrangement and amount of related “parachute payment.” Documentation to be submitted to the holders of the Company Common Stock shall be no breach of distributed as soon as practicably possible, but in any event by the covenant contained herein or the representations set forth in Section 4.18(d)(ivdate that is two (2) Business Days prior to the extent caused by such inaccurate or omitted informationClosing Date. Prior to obtaining submission to the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08holders of Company Common Stock, the Company shall provide the to Parent and its counsel with copies of all material documents prepared by the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by Company in connection with this Section 6.08 5.08 and at least Parent shall have not less than three (3) Business Days to review and comment on all such documents, which comments the Company shall consider in good faith any changes reasonably requested by the Parent or its counseland not unreasonably omit.

Section 280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the Treasury 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 (i) use commercially reasonable efforts to obtain waivers (with such waivers to be provided to Purchaser for review and comment as provided for herein) from each Person (each, who is a “Disqualified Individual”) disqualified individual” within the meaning of Section 280G and who has a right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could would reasonably be considered expected to be constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at least seven and as to which such Person waives his or her rights to some or all of such payments or benefits (7the “Waived 280G Benefits”) Business Days prior applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the Closing Date or promptly after such amounts are knownmeaning of Section 280G of the Code), if laterand (ii) following the execution of the waivers described in clause (i), but in any event not fewer than four (4) Business Days prior to solicit the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt necessary equityholders of the requisite approval by Group Companies of any Waived 280G Benefits pursuant to a vote that meets the Company’s stockholders in a manner that complies with requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; . At least five (5) Business Days prior to obtaining any waiver or soliciting equityholder approval, the Company shall provide Purchaser with copies of all Section 280G-related documents, including, without limitation, any analysis relating to the payments subject to Section 280G of the Code prepared by the Company, the disclosure document, waivers and consents, for Purchaser’s review and approval, which shall not be unreasonably withheld or delayed, and shall accept all reasonable and timely comments made thereto by Purchaser. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote was solicited in accordance with the foregoing provisions of this ‎Section 6.25 and that either (A) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. Notwithstanding the foregoing, that (x) in no event shall this Section 6.08 6.25 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual person to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 6.25 if any such Disqualified Individual person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual and (y) any Section 280G analysis and/or disclosure shall only include information regarding arrangements entered into with Purchaser or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, its Affiliates to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) such arrangements have been disclosed to the extent caused by such inaccurate or omitted information. Prior Company prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith date any changes reasonably requested by the Parent or its counselwaivers have been obtained.

Section 280G. The Company or NewCo shall (a) no later than five days prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) who could receive or retain any payment, right or benefit that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments, rights or benefits (the “Waived 280G Benefits”) so that the vote described in clause (b) shall establish such Person’s right to such payment or other compensation and (b) no later than three days prior to the Closing Date, submit to the Company shareholder vote or NewCo shareholder vote, as applicable (along with adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive and/or retain the Waived 280G Benefits. Prior to, and in no event later than seven days prior to, soliciting such waivers and approval materials, the Company or NewCo, as applicable, shall provide drafts of the calculations, form of waiver and shareholder consent (including adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii)) to Acquiror for its review and comment prior to soliciting such waivers and soliciting such approval, and the Company or NewCo, as applicable, shall consider in good faith any reasonable comments provided by Acquiror. If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code as contemplated above, such Waived 280G Benefits shall not be retained, made or provided. Prior to the Closing Date, the Company or NewCo, as applicable, shall use commercially reasonable efforts deliver to obtain from each Person (eachAcquiror evidence that a vote of the Company shareholders or NewCo shareholders, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made as applicable, was solicited in connection accordance with the transactions contemplated by foregoing provisions of this Agreement Section 6.07 and that could constitute “parachute payments” under Section 280G(b)(2either (i) the requisite number of votes of the Code and Company’s shareholders or NewCo’s shareholders, as applicable, was obtained with respect to the regulations promulgated thereunder (“Section Waived 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual 280G Benefits shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right retained or provided. Acquiror shall provide to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(Bor NewCo, applicable, no less than fifteen (15) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary days prior to the Closing Date). Prior to , any arrangements entered into at the Securities Purchase Closing, the Company shall submit the Waived Benefits direction of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders Acquiror or between Acquiror and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with , on the Companyone hand, any Subsidiary of and a disqualified individual, on the other hand (“Buyer Arrangements”), and the Company or any other PersonNewCo, as applicable, and Acquiror shall cooperate in no event shall good faith with respect to calculating the Company (or any value of its Affiliates) be deemed in breach such arrangements, provided, however, that if such Buyer Arrangements are not so provided, compliance with the remainder of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there 6.07 shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by determined as if such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselBuyer Arrangements had not been entered into.

Section 280G. Prior (a) No later than three (3) Business Days prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to obtain Panavision will (i) solicit from each Person (each, who has a “Disqualified Individual”) right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement Transactions that could would be deemed to constitute “parachute payments” under (within the meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (hereafter, “Section 280G PaymentsG”)) (which, for the avoidance of doubt, shall include payments or benefits pursuant to agreements or arrangements entered into between Acquiror or any of its Subsidiaries and such Person that create a written agreement (a “Parachute Payment Waiver”) waiving right or entitlement by such Disqualified Individual’s right Person to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven 280G; provided all information necessary to include any such payments or benefits is provided to Panavision by Acquiror or its Representatives no later than ten (710) Business Days prior to the Closing Date Closing), a waiver of such Person’s rights to all of such payments or promptly after such amounts are known, if later, but in any event not fewer than four benefits (4) Business Days prior to the Closing Date extent waived, the “Panavision Waived 280G Benefits”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and shall further provide any such updated information as is reasonably necessary prior (ii) solicit the approval of Panavision’s equityholders, to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders extent required and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies intended to comply with Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event of any Panavision Waived 280G Benefits. Prior to soliciting such waivers and soliciting such approval, Panavision shall this Section 6.08 be construed to require the Company provide drafts of such waivers and such equityholder approval materials (or any of its Affiliatesincluding supporting calculations) to compel Acquiror and its Representatives for their review no later than five (5) Business Days prior to soliciting such waivers and soliciting such approval and consider in good faith any Disqualified Individual comments that Acquiror and its Representatives may provide thereon. Prior to waive any existing rights under any Contract or agreement the Closing, Panavision shall deliver to Acquiror reasonably satisfactory evidence that such Disqualified Individual has a vote of Panavision’s equityholders was solicited in accordance with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach foregoing provisions of this Section 6.08 if any 8.9 and that either (i) the requisite number of equityholder votes was obtained with respect to the Panavision Waived 280G Benefits (the “Panavision 280G Approval”), or (ii) that the Panavision 280G Approval was not obtained. If the Panavision 280G Approval is not obtained, such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual Panavision Waived 280G Benefits shall not be paid or if the stockholders fail to approve any Waived Benefitsprovided. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreementforegoing, to the extent the Parent has provided materially inaccurate informationthat any contract, agreement, or plan is entered into by Acquiror, any of its Representatives, or the ParentSurviving Corporation and a disqualified individual in connection with the Transactions prior to the Closing (the “Panavision Acquiror Arrangements”), Panavision’s material omission of information has resulted failure to include any Panavision Acquiror Arrangements in materially inaccurate informationthe stockholder voting materials described herein, with respect to for any Parent Paymentsreason, there shall be no will not result in a breach of the covenant contained herein or the representations covenants set forth in this Section 4.18(d)(iv8.9 unless Acquiror provides a copy of such contract, agreement or plan to Panavision at least ten (10) days prior to the extent caused by such inaccurate or omitted information. Prior Closing and sufficient information reasonably necessary to obtaining determine the Parachute Payment Waivers and seeking the stockholder approval described in this value (for purposes of Section 6.08, the Company shall provide the Parent and its counsel with copies 280G of the analysis Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the Transactions that would be deemed to constitute a “parachute payment” under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least . (b) No later than three (3) Business Days prior to review the Closing, SIM will (i) solicit 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 (which, for the avoidance of doubt, shall include payments or benefits pursuant to agreements or arrangements entered into between Acquiror or its Subsidiaries and such Person that create a right or entitlement by such Person to receive any “parachute payments” within the meaning of Section 280G; provided, that all information necessary to include any such payments or benefits is provided to SIM by Acquiror or its Representatives no later than ten (10) Business Days prior to the Closing), a waiver of such Person’s rights to all of such payments or benefits (to the extent waived, the “SIM Waived 280G Benefits”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of SIM’s equityholders, to the extent required and in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Company regulations promulgated thereunder, of any SIM Waived 280G Benefits. Prior to soliciting such waivers and soliciting such approval, SIM shall (A) provide drafts of such waivers and such equityholder approval materials to Acquiror and its Representatives for their review no later than five (5) Business Days prior to soliciting such waivers and soliciting such approval and consider in good faith any changes comments that Acquiror and its Representatives may provide thereon, and (B) provide supporting calculations with respect to all Persons who are reasonably requested expected to be “disqualified individuals” for purposes of Section 280G of the Code to Acquiror, Panavision and the Panavision Holder Representative promptly (and in any event within thirty (30) days) after the date hereof. Prior to the Closing, SIM shall deliver to Acquiror reasonably satisfactory evidence that a vote of SIM’s equityholders was solicited in accordance with the foregoing provisions of this Section 8.9 and that either (1) the requisite number of equityholder votes was obtained with respect to the SIM Waived 280G Benefits (the “SIM 280G Approval”), or (2) that the SIM 280G Approval was not obtained. In the event that SIM is unable to obtain a signed waiver from any affected Person, and the SIM 280G Approval is not obtained, all related SIM 280G Losses shall be treated as SIM Transaction Expenses. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Acquiror or any of its Representatives and a disqualified individual in connection with the Parent Transactions prior to the Closing (the “SIM Acquiror Arrangements”), SIM’s failure to include any SIM Acquiror Arrangements in the stockholder voting materials described herein, for any reason, will not result in a breach of the covenants set forth in this Section 8.9 unless Acquiror provides a copy of such contract, agreement or its counselplan to SIM at least ten (10) days prior to the Closing and sufficient information reasonably necessary to determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the Transactions that would be deemed to constitute a “parachute payment” under Section 280G of the Code.

Section 280G. (i) Prior to or as soon as practicable following the Closing Datesigning of this Agreement, the Company shall use commercially take reasonable best efforts to obtain executed and effective “waivers,” in a form reasonably acceptable to Buyer, from each Person any individuals who are “disqualified individuals” (each, a “Disqualified Individual”as defined in Section 280G(c) of the Code) of the Acquired Companies and who would reasonably be expected to whom any payment or benefit is required or proposed to be made receive in connection with the transactions contemplated consummation of the Transactions (either alone or in conjunction with any other event) any “parachute payment” (within the meaning of Section 280G of the Code) that is subject to the imposition of an excise Tax under Section 4999 of the Code or that would not be deductible by this Agreement that could constitute reason of Section 280G of the Code of such “disqualified individuals” right to receive or retain any such “parachute payments” under to the extent the present value of such payments exceeds three times such “disqualified individuals” “base amount” (within the meaning of Section 280G(b)(2280G of the Code and the regulations thereunder (the “280G Waivers”). (ii) Following the delivery by the Company to Buyer of each of the executed 280G Waivers described in Section 7.11(c)(i) and following the disclosure of any information from Buyer required pursuant to Section 7.11(c)(iii) but prior to the Stock Sale Closing Time, Company shall have submitted to its stockholders for approval, in a manner that is intended to comply with the approval requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right and is reasonably satisfactory to receive some or all of such payment or benefit (the “Waived Benefits”)Buyer, to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made and/or benefits that separately or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by in the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Paymentsaggregate, could reasonably be considered expected to be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) for which an executed 280G Waiver was obtained or for which no waiver is necessary, such that upon obtaining such approval of the Company shareholders such payments and benefits would not be deemed to be “parachute payments” within the meaning of under Section 280G(b)(2) 280G of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date)Code. Prior to the Securities Purchase ClosingIn addition, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed have delivered to Buyer evidence reasonably satisfactory to Buyer that either (i) a Parachute Payment Waiver in accordance with this Section 6.08 for approval vote of the Company’s stockholders and such Disqualified Individual’s right to receive Company shareholders was solicited in conformance with the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with requirements Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require and the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary requisite approval of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, shareholders was obtained with respect to any Parent Payments, there shall be no breach payments and/or benefits that were subject to the vote of the covenant contained herein Company shareholders (the “280G Approval”) or (ii) the representations set forth 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided pursuant to the 280G Waivers. (iii) Prior to the Effective Date with respect to the Key Employees and no later than fourteen (14) days prior to the Closing Date with respect to any other Covered Employee, Buyer has provided the Company and its counsel, in writing, with all relevant terms of any employment contracts or other arrangements that Company intends to enter into with the “disqualified individuals” (as defined in Section 4.18(d)(iv280G(c) of the Code) of Acquired Companies on or around the Closing Date that, including any such terms that could reasonably be expected to result in payments and other terms (including, rights to severances or signing bonuses) that need to be approved (or disclosed) to ensure the extent caused by such inaccurate or omitted information. Prior disclosure to obtaining the Parachute Payment Waivers Company stockholders and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (37.11(c)(ii) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselis valid.

Section 280G. Prior to To the Closing Date, extent that any "disqualified individual" (within the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2280G(c) of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G Payments”thereunder) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits has the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether or retain any payments made and/or benefits that are reasonably likely to, separately or in the aggregate, without regard to be made or benefits granted or to be granted pursuant to any agreementthe measures described herein, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “constitute "parachute payments” " within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder on account of the transactions completed under this Agreement, prior to the Closing Date, the Acquired Companies will use reasonable best efforts to (i) obtain from each such "disqualified individual" a waiver of such disqualified individual's rights to some or all of such payments and/or benefits (the "Waived 280G Benefits") so that any remaining payments and/or benefits shall not be deemed to be "excess parachute payments" (within the meaning of Section 280G of the Code and the applicable rulings and final regulations thereunder); provided, that such waiver shall not include any payments or benefits that may be made by Purchaser or any of its Affiliates unless at least seven (7) Business Days prior to the Closing Date Closing, Purchaser provides a detailed description of any agreement, contract or promptly after such amounts arrangement that Purchaser or its Affiliates are known, if later, but in any event not fewer than four (4) Business Days providing or entering into on or prior to the Closing Date (and shall further provide with respect to any disqualified individual in connection with the transactions contemplated hereby satisfying the adequate disclosure requirements of Section 280G(b)(5)(B)(ii) of the Code, of any such updated information as is reasonably necessary prior to agreement, contract or arrangement and amount of related "parachute payment", and (ii) submit a vote satisfying the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits requirements of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B280G(b)(5) of the Code and the applicable rulings and final regulations promulgated thereunder; , along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such "disqualified individual" to receive the Waived 280G Benefits. No later than five (5) Business Days prior to soliciting the waivers described above from the disqualified individuals, the Acquired Companies shall provide drafts of such waivers, disclosure materials and supporting analysis to Purchaser for its review and comment and the Acquired Companies shall consider in good faith any reasonable comments made by Purchaser. Prior to Closing, the Acquired Companies will provide to the Purchaser evidence that either (i) the requisite number of stockholder votes was obtained with respect to the Waived 280G Benefits (the "280G Approval"), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided, . The parties acknowledge that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to Acquired Companies cannot compel any Disqualified Individual disqualified individual to waive any existing rights under any Contract a contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, Acquired Companies and in no event shall the Company (or any of its Affiliates) the Seller be deemed in breach of this Section 6.08 7.11 if any such Disqualified Individual disqualified person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselright.

Section 280G. Prior No later than four (4) days prior to the Closing Date, the Company Contributor shall use commercially reasonable efforts (a) solicit and deliver to obtain Acquiror, prior to the initiation of the equity holder approval procedure under clause (b), a waiver, in a form reasonably acceptable to Acquiror, from each Person who is, with respect to the Company or Contributor, reasonably expected to be a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such stockholder approval procedure (each, a “Disqualified Individual”) ), and who might otherwise have, receive or have the right or entitlement to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute receive a “parachute paymentspayment” under Section 280G(b)(2) (within the meaning of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving of the Code), of such Disqualified Individual’s right rights to receive some all such payments or all of such payment or benefit benefits (the “Waived BenefitsParachute Payments”), to the extent necessary ) so that all remaining payments and and/or benefits applicable to such Disqualified Individual shall not be deemed a to be “parachute payment, and accepting in substitution for payments” (within the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders meaning of Section 280G of the Company Code) and (b) submit to the required equityholders for approval in a manner that complies with meets the requirements of Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made and/or benefits that Acquiror and the Contributor reasonably determine may separately or to be made or in the aggregate constitute “parachute payments,” such that such payments and benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be shall not constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code. Prior to the Closing Date, the Parachute Payment Waivers and Contributor shall deliver to Acquiror evidence that a vote of the disclosure statement and other stockholder approval materials contemplated by required equityholders was solicited in accordance with the foregoing provisions of this Section 6.08 6.02 and at least three that either (3i) Business Days the requisite number of votes of the required equityholders was obtained with respect to review the Waived Parachute Payments (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived Parachute Payments have not been and the Company shall consider in good faith any changes reasonably requested by the Parent not be made or its counselprovided.

Section 280G. Prior (a) Anything in this Agreement to the Closing Datecontrary notwithstanding, if it shall be determined that any payment, vesting, distribution or transfer by Stream or any Affiliate or successor of Stream or by any other Person, or any other event occurring with respect to the Executive and Stream for Executive’s benefit, whether paid or payable or distributed or distributable under the terms of this Agreement or otherwise (including under any employee benefit plan) (a “Payment”) would be subject to or result in the imposition of the excise tax imposed by Section 4999 of the Code (and any regulations or guidance promulgated or issued thereunder, any successor provision, and any similar provision of state or local income tax law) (collectively, the Company “Excise Tax”), then the amount of the Payment shall use commercially reasonable efforts to obtain from each Person be reduced so that the present value of all Payments (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made calculated in connection accordance with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”thereunder), to in the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentaggregate, and accepting in substitution for equals three (3) times the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates Executive’s “base amount” (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2280G(b)(3) of the Code), minus one dollar (the “Payment Reduction”). Notwithstanding the foregoing, the Payment Reduction shall not apply if the Accounting Firm determines that, on an after-tax basis, the Executive would retain a greater amount of compensation following payment of the Excise Tax on the unreduced amount of any Payments than the amount of compensation retained following the Payment Reduction as required hereby. (b) Subject to the provisions of Section 8.11(c), all determinations required to be made under this Section 8.11, including whether and when a Payment is subject to Section 4999 of the Code and the assumptions to be utilized in arriving at such determination and in determining an appropriate Payment Reduction, shall be made by Stream’s outside auditors at the time of such determination (the “Accounting Firm”), which Accounting Firm shall provide detailed supporting calculations to the Executive and Stream within 15 business days after the receipt of notice from Stream or Executive that there will be a Payment that the Person giving notice believes may be subject to the Excise Tax. All fees and expenses of the Accounting Firm shall be borne by Stream. Any determination by the Accounting Firm shall be binding upon Stream and Executive in determining whether a Payment Reduction is required and the amount thereof (subject to Sections 8.11(c) and (d), in the absence of material mathematical or legal error. (c) If, as a result of any uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm under Section 8.11(b), the Accounting Firm subsequently determines that (i) a Payment Reduction should have been made and was not, or a larger Payment Reduction should have been made in accordance with Section 8.11(b) (to the extent a Payment is unreduced or insufficiently reduced, an “Overpayment”), any such Overpayment, to the extent actually paid or provided to Executive, will be treated for all purposes, to the extent practicable and subject to applicable law, as a loan to the Executive with interest at the applicable Federal rate provided for in Section 1274(d) of the Code at least seven (7) Business Days prior and will be repaid by the Executive to Stream in full within 35 days after the Executive receives notice of the Accounting Firm’s determination, which notice shall be provided to Executive within 60 days after the date that Stream first learns of the Overpayment from the Accounting Firm; provided, however, that the amount of the Overpayment to be repaid by the Executive to Stream will be reduced to the Closing Date or promptly after such amounts are known, if later, but extent that the Accounting Firm determines that any portion of the Overpayment to be repaid will not be offset by a corresponding reduction in any event applicable Excise Tax by reason of such repayment of the Overpayment, or (ii) a Payment Reduction was made and should not fewer than four have been made, or a smaller Payment Reduction should have been made in accordance with Section 8.11(b) (4) Business Days prior to the Closing Date (and shall further provide extent a Payment is unnecessarily reduced, an “Underpayment”), any such updated information as is reasonably necessary prior Underpayment will be due and payable by Stream to the Closing Date)Executive within 35 days after Stream receives notice of the Accounting Firm’s determination. Prior to Notwithstanding the Securities Purchase Closingforegoing, any determination by the Company shall submit the Waived Benefits Accounting Firm of each Disqualified Individual who has executed a Parachute Payment Waiver an Overpayment or Underpayment in accordance with this Section 6.08 for approval 8.11(c) must be made within 75 days after the Accounting Firm’s initial determination under Section 8.11(b). (d) The Executive shall give written notice to Stream of any claim by the Internal Revenue Service (“IRS”) that, if successful, would require the payment by the Executive of an Excise Tax, such notice to be provided within 15 days after the Executive shall have received written notice of such claim. The Executive shall cooperate with Stream in determining whether to contest or pay such claim and shall not pay such claim without the written consent of Stream, which shall not be unreasonably withheld, conditioned or delayed. (e) This Section 8.11 shall remain in full force and effect following the termination of the CompanyExecutive’s stockholders and such Disqualified Individual’s right to receive employment for any reason until the Waived Benefits shall be conditioned upon receipt expiration of the requisite approval by statute of limitations on the Company’s stockholders assessment of taxes applicable to the Executive for all periods in which the Executive may incur a manner that complies with Section 280G(b)(5)(B) liability for taxes (including Excise Taxes), interest or penalties arising out of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach operation of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom If any individual may receive any payment or benefit is required that individually or proposed to in the aggregate would be made a “parachute payment” under Section 280G of the Code in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2(either alone or in combination with any other event), then no later than five (5) of calendar days prior to the Code and Closing, Seller shall or shall cause its Affiliate to obtain an enforceable written waiver from each such individual, pursuant to which the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right individual shall have irrevocably waived his or her rights to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary payments and benefits so that all remaining payments and benefits applicable to such Disqualified Individual individual shall not be deemed individually or in the aggregate constitute a “parachute payment” (such waived payments and benefits, the “Waived 280G Benefits”). Promptly following the execution of such waivers, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(Ball events not less than three (3) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days calendar days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company Seller shall submit or shall cause its Affiliate to solicit a vote of the Waived 280G Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver from its equity holders in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with provided under Section 280G(b)(5)(B) of the Code and its associated Treasury Regulations. Prior to soliciting such waivers and vote, Seller shall provide a draft of such waivers and such equity holder vote solicitation materials (together with all calculations and supporting documentation) to Purchaser for Purchaser’s review and approval, which shall not be unreasonably withheld. To the regulations promulgated thereunder; provided, extent that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) the Waived 280G Benefits are not approved by the equity holders as contemplated above, prior to compel the Closing, such Waived 280G Benefits shall not be made or provided in any Disqualified Individual manner. Prior to waive any existing rights under any Contract or agreement the Closing, Seller shall deliver to Purchaser evidence that such Disqualified Individual has a vote of the equity holders was solicited in accordance with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach foregoing provisions of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite and that either (a) the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission requisite number of information has resulted in materially inaccurate information, votes was obtained with respect to any Parent Paymentsthe Waived 280G Benefits (the “280G Approval”), there shall be no breach of or (b) the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08280G Approval was not obtained, and, as a consequence, the Company shall provide the Parent and its counsel with copies of the analysis under Section Waived 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company Benefits shall consider in good faith any changes reasonably requested by the Parent not be made or its counselprovided.

Section 280G. Prior to Before the Closing Date, the Company shall use commercially reasonable efforts to obtain (A) secure from each Person (each, who has a “Disqualified Individual”) right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement Transactions that could would be deemed to constitute “parachute payments” under (within the meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (hereafter, “Section 280G PaymentsG”) )), a written agreement (a “Parachute Payment Waiver”) waiving waiver of such Disqualified IndividualPerson’s right rights to receive some or all of such payment payments or benefit benefits (the “Waived 280G Benefits”), ) applicable to the extent necessary such Person so that all remaining payments and or benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to “excess parachute payments” that would not be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all deductible under Section 280G Payments, could reasonably be considered to be “parachute payments” within and (B) seek the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s its stockholders and such Disqualified Individual’s right who are entitled to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders vote in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedTreasury Regulations Section 1.280G-1, that in no event which shall this Section 6.08 be construed include adequate written disclosure to require the Company (or any all stockholders who are entitled to vote prior to such vote, of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived 280G Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at At least three (3) Business Days prior to review obtaining the Section 280G waivers, and prior to seeking such stockholder approval, the Company shall consider in good faith any changes reasonably requested provide the parachute payment calculations prepared by the Parent Company or its counseladvisors, drafts of such waivers and such stockholder approval materials to Purchaser for its review and approval (not to be unreasonably withheld, delayed or conditioned). Prior to the Closing, the Company shall deliver to Purchaser evidence that a vote of the Company’s stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.11 and that either (A) the requisite number of stockholder votes may be obtained with respect to the Waived 280G Benefits (the “280G Approval”) so that they may be paid or provided, or (B) the 280G Approval is not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with If Triton reasonably determines that the transactions contemplated by this Agreement that could might constitute a “change of ownership or control” for purposes of Section 280G of the Code, Triton shall use reasonable best efforts to (i) obtain waivers, prior to the Effective Time, of any “excess parachute payments” under (within the meaning of Section 280G(b)(2280G of the Code) from each person who has a right to any payments and/or benefits as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement (either alone or upon occurrence of any other event) that would be deemed to constitute “excess parachute payments”; provided, however, that, for the avoidance of doubt, Triton shall not be required, in its use of reasonable best efforts, to offer any additional compensation to any person from whom a waiver is sought pursuant to this clause (i); and (ii) solicit the approval of the shareholders of Triton in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated thereunder of all payments and/or benefits (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining including payments and benefits applicable waived pursuant to such Disqualified Individual shall not the preceding clause) that would, as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement (either alone or upon occurrence of any other event) be deemed a to constitute “excess parachute payment, and accepting in substitution for payments.” If required to comply with the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders provisions of the Company in preceding sentence, Triton shall deliver, among other items, to its shareholders a manner that complies with disclosure statement intended to satisfy the shareholder approval requirements of Section 280G(b)(5)(B) of the Code. In connection TAL shall be afforded a reasonable opportunity to review and comment on the waivers, solicitation of approval and disclosure statement and any analysis with the foregoing, the Parent shall provide the Company with all information reasonably necessary respect to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” within before the meaning of Section 280G(b)(2waivers and shareholder approval are sought. Not less than five (5) of the Code at least seven (7) Business Days days prior to the Closing Date or promptly after such amounts are knownEffective Time, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and Triton shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance TAL with this Section 6.08 for approval copies of the Company’s stockholders completed and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite executed waivers and shareholder approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreementdocuments, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselobtained.

Section 280G. Prior (a) The Company shall obtain and deliver to Parent prior to the Closing Dateinitiation of the requisite stockholder approval procedure under Section 6.6(b), a Parachute Payment Waiver, in the Company shall use commercially reasonable efforts to obtain form attached hereto as Exhibit J (the “Parachute Payment Waiver”), from each Person (eachwho the Company or Parent reasonably believes could be, with respect to the Company and/or any ERISA Affiliate, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with disqualified individual” (within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.6(b), and who might otherwise have received, receive or have the right or entitlement to receive a Section 280G Payments”) a written agreement Payment (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”as defined below), to the extent necessary so that all remaining payments and benefits applicable to the value thereof equals or exceeds three times such Disqualified Individual shall not be deemed a parachute payment, and accepting Person’s “base amount” determined in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies accordance with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Paymentsof the Code and the regulations promulgated thereunder, unless the 280G Stockholder Approval (as defined below) is obtained pursuant to Section 6.6(b). No later than 10 Business Days prior to the 280G Stockholder Approval, Parent will provide to the Company any payments and/or benefits that may be payable or provided by Parent or an Affiliate or Subsidiary thereof (including the First Step Surviving Corporation or the Final Surviving Entity) that could reasonably be considered to be separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at and the regulations promulgated thereunder. (b) At least seven (7) three Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit to the Waived Benefits Company Stockholders, for approval by such Company Stockholders holding the number of each Disqualified Individual who has executed shares of stock required by the terms of Section 280G(b)(5)(B) of the Code (as mutually determined by the Company and Parent), a Parachute Payment Waiver written consent in accordance favor of a proposal to render the parachute payment provisions of Section 280G of the Code and the regulations thereunder inapplicable to all Section 280G Payments. “Section 280G Payments” means any payments or benefits provided pursuant to Company Employee Plans or other plans, programs, arrangements or Contracts that might reasonably be expected to result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that causes the payments or benefits to not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code as mutually determined by the Company and Parent. Prior to delivery of documents to the stockholders in connection with the stockholder approval contemplated by this Section 6.08 for 6.6(b), the Company shall provide Parent and its counsel with a reasonable opportunity (but, in any event, no less than two Business Days prior to such delivery) to review and approve all documents to be delivered to the stockholders in connection with such stockholder approval, which such approval of the Company’s stockholders and shall not be unreasonably withheld, conditioned or delayed. Any such Disqualified Individual’s right to receive the Waived Benefits stockholder approval shall be conditioned upon receipt of the requisite approval sought by the Company’s stockholders Company in a manner that complies with which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that in no event shall this including Q-7 of Section 6.08 be construed to require 1.280G-1 of such Treasury Regulations (as mutually determined by the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information). Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing, the Company shall provide the deliver to Parent written notification and its counsel with copies documentation reasonably satisfactory to Parent that (i) a vote of the analysis under holders of Company Capital Stock was solicited in conformance with Section 280G of the CodeCode and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote (as mutually determined by the Company and Parent) (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and benefits shall not be made or provided (or shall be returned) to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers and that were executed by the disclosure statement and other stockholder approval materials contemplated by affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel6.6(a).

Section 280G. (a) Prior to the Closing Date, the Company and each of its Subsidiaries shall use commercially reasonable best efforts to obtain seek, prior to the initiation of the equityholder approval procedure described in Section 7.04(c), from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) ), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified IndividualPerson’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent shall provide Seller at least fifteen (15) days prior to the Company Closing Date with all information reasonably and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract Contract entered into or negotiated by the Parent Parent, Purchaser, Merger Sub or its any of their respective Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at Code; provided, that, the Company’s failure to include the Parent Payments in the equityholder voting materials described herein, due to a direct result of Parent’s breach of its obligations set forth herein, will not result in a breach of this Section 7.04. At least seven ten (710) Business Days prior to the Closing Date or promptly after Date, the Company shall provide Parent for its review and comment with drafts of disclosure and approval documents, “disqualified individual” waivers, and Section 280G calculations, and the Company shall incorporate into such amounts documents any reasonable comments that are known, if later, but in any event not fewer than four timely provided by Parent. (4c) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior Prior to the Closing Date). Prior to the Securities Purchase Closing, the Company and each of its Subsidiaries shall submit use its reasonable best efforts to obtain the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders equityholders of such Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 7.04(a) to receive or retain, as applicable, such Person’s Waived Benefits, provided that in no event shall this Section 6.08 7.04 be construed to require the Company (or any of its Affiliates) Subsidiaries to compel any Disqualified Individual Person to waive any existing rights under any Contract or agreement that such Disqualified Individual Person has with the Company, any such Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) Subsidiaries be deemed in breach of this Section 6.08 7.04 if any such Disqualified Individual Person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders equityholders fail to approve any Waived Benefits. . (d) Notwithstanding anything to the contrary in this Section 6.08 7.04 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate informationmisinformation, or the Parent’s material omission of information has resulted in materially inaccurate informationmisinformation, with respect to any Parent PaymentsPayments and, in either case, this has directly resulted in a “parachute payment” to a “disqualified individual” that otherwise would not have been a “parachute payment, then there shall be no breach of the representation contained in Section 5.15(g)(i) or this Section 7.04 or the covenant contained herein or the representations set forth in Section 4.18(d)(ivherein. (e) Prior to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing Date, the Company shall provide the Parent and its counsel with copies of all documents executed by the analysis under Section 280G of equityholders and disqualified individuals in connection with the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials vote contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel7.04.

Section 280G. Prior As promptly as reasonably practicable after the date hereof, the Company shall make available to Buyer the information (other than information related to plans, policies, agreements and arrangements which are sponsored or maintained by Buyer or any of its Affiliates or to which Buyer or any of its Affiliates are a party or otherwise bound (“Buyer Arrangements”)) necessary to accurately calculate any excise tax due under Section 4999 of the Code as a result of any of the transactions contemplated by this Agreement for a “disqualified individual” (within the meaning of Section 280G of the Code) (“Excise Taxes”) and the amount of deductions that may be disallowed for the Company under Section 280G of the Code (“Deduction Losses”) in connection with any of the transactions contemplated by this Agreement. The Buyer shall reasonably cooperate in providing information to the Closing Date, Company necessary to calculate the Excise Taxes and Deduction Losses. The Company shall use commercially reasonable efforts to obtain seek waivers from each Person any “disqualified individuals,” pursuant to which such individuals will waive any and all payments (each, a “Disqualified Individual”or other benefits) to whom any payment or benefit is required or proposed to be made in connection with contingent on the consummation of the transactions contemplated by this Agreement that could constitute “parachute payments” under (within the meaning of Section 280G(b)(2280G(b)(2)(A)(i) of the Code and the regulations promulgated thereunder (“Section 280G Payments”Code) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to no payment received by such Disqualified Individual “disqualified individual” shall not be deemed a “parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders ” under Section 280G(b) of the Company in a manner that complies with Code (determined without regard to Section 280G(b)(5)(B280G(b)(4) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates ) (the “Parent Waived Payments”), together ) unless and until shareholder approval of the Waived Payments is received in accordance with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven Code. To the extent such waivers are obtained, the Company shall, not less than three (73) Business Days prior to the Closing Date or promptly after such amounts are knownDate, if latersubmit to a stockholder vote, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the regulations Treasury Regulations promulgated thereunder; provided, that the right of any “disqualified individual” (as defined in no event shall this Section 6.08 be construed to require 280G(c) of the Company (or any of its AffiliatesCode) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with receive the Company, any Subsidiary of Waived Payments. Such vote shall establish the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Companydisqualified individual’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything right to the contrary in this Section 6.08 or otherwise in this Agreement, to Waived Payments if approved by the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationSeller. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08In addition, the Company shall provide adequate disclosure to the Parent and its counsel with copies Seller of the analysis all material facts concerning all Waived Payments for any such disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code, Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Parachute Payment Waivers Code and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at regulations promulgated thereunder. At least three (3) Business Days prior to the vote, the Buyer and its counsel shall be given the right to review and comment on all documents required to be delivered to the Seller in connection with such vote and any disqualified individual waivers, and the Company shall consider in good faith any changes reasonably requested reflect all comments of the Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the Parent or its counselstockholders and disqualified individuals in connection with the vote.

Section 280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the Treasury regulations thereunder, (i) during the period commencing on the date hereof and ending on the date that is three (3) Business Days prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain request waivers (the “Parachute Payment Waivers” ) from each Person (each, who has a “Disqualified Individual”) right to whom any payment payments and/or benefits as a result of or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could would reasonably be considered expected to be constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at least seven and as to which such Person waives his or her rights to some or all of such payments and/or benefits (7the “Waived 280G Benefits”) Business Days prior applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the Closing Date or promptly after such amounts are knownmeaning of Section 280G of the Code), if later, but and (ii) following the execution of the waivers described in any event not fewer than four clause (4i) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to , solicit the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by Company of any Waived 280G Benefits pursuant to a vote intended to meet the Company’s stockholders in a manner that complies with requirements of Section 280G(b)(5)(B) of the Code and the Treasury regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company . At least two (or any of its Affiliates2) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior Business Days prior to obtaining the Parachute Payment Waivers and seeking the any waiver or soliciting stockholder approval described in this Section 6.08approval, the Company shall provide the Parent and its counsel with copies of the analysis under all Section 280G-related documents, including, without limitation, any Section 280G analysis prepared by the Company, the stockholder disclosure document, waivers and stockholder consents, for Parent’s review and comment and shall consider all reasonable comments made thereto by Parent. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Codestockholders of the Company was solicited in accordance with the foregoing provisions of this Section ‎6.9 and that either (A) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided; provided, that the Parties agree that this Section 6.9 shall not be deemed breached, and no stockholder vote shall be required pursuant to Section 4.11(h), with respect to (x) any 280G Payment to any such Person that refuses to execute a Parachute Payment Waivers and Waiver or (y) the disclosure statement and other stockholder approval materials contemplated value of any arrangement entered into by this Section 6.08 and or at the direction of Parent or its Affiliates, the material terms (including value) of which are not disclosed to the Company prior to the date that is at least three five (35) Business Days prior to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselClosing Date.

Section 280G. (a) If necessary, the Company shall undertake its commercially reasonable best efforts to solicit, obtain and deliver to Parent, prior to the initiation of the requisite stockholder approval procedure under Section 5.6(b), a 280G Waiver from each Person who the Company or Parent reasonably believes could be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), and who might otherwise have received, receive or have the right or entitlement to receive a Section 280G Payment (as defined below), unless the 280G Stockholder Approval (as defined below) is obtained pursuant to Section 5.6(b). (b) Prior to the Closing Date, the Company shall use commercially reasonable efforts submit to obtain from each Person (eachthe Company Stockholders, for approval by such Company Stockholders holding the number of shares of stock required by the terms of Section 280G(b)(5)(B) of the Code, a written consent in favor of a proposal to render the parachute payment provisions of Section 280G of the Code and the regulations thereunder inapplicable to all Section 280G Payments. “Disqualified Individual”) Section 280G Payments” means any payments or benefits that might reasonably be expected to whom result, separately or in the aggregate, in the payment of any payment amount or the provision of any benefit is required that causes the payments or proposed benefits to not be made deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code. Prior to delivery of documents to the stockholders in connection with the transactions stockholder approval contemplated by this Agreement Section 5.6(b), the Company shall provide Parent and its counsel with a reasonable opportunity (but, in any event, no less than two (2) days prior to such delivery) to review and comment on all documents to be delivered to the stockholders in connection with such stockholder approval. Any such stockholder approval shall be sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations. Prior to the Closing, the Company shall deliver to Parent written notification that could constitute “parachute payments” under (i) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right and the requisite stockholder approval was obtained with respect to receive some or all of such payment or benefit any payments and benefits that were subject to the stockholder vote (the “Waived Benefits280G Stockholder Approval”)) or (ii) that the 280G Stockholder Approval was not obtained; provided, to that the extent necessary so parties agree that all remaining payments and benefits applicable to such Disqualified Individual this Section 5.6 shall not be deemed breached by reason of (x) the refusal of any disqualified individual executing a parachute payment, and accepting in substitution for waiver or (y) the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders value of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselArrangements.

Section 280G. Prior to the Closing Date, for each “disqualified individual” (as defined in Section 280G(c) of the Code) who signs the written waiver described below the Company shall use commercially reasonable efforts submit to obtain from each Person (eacha stockholder vote, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of satisfies the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with stockholder vote requirements under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedthereunder (a “Stockholder Vote”), that in no event shall this Section 6.08 be construed the right of such disqualified individual to require receive, subject to the Company Buyer’s timely disclosure of the Buyer Arrangements as provided below, any and all payments (or any of its Affiliatesother benefits) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with contingent on the Company, any Subsidiary consummation of the Company or any other Person, and in no event shall transactions contemplated by this Agreement (within the Company (or any meaning of its AffiliatesSection 280G(b)(2)(A)(i) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(ivCode) to the extent caused necessary so that no payment received by, or benefit provided to, such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code. The Company shall: (a) at least seven (7) days prior to providing: (i) the applicable disqualified individuals with any required waivers described below and (ii) the applicable stockholders with any materials necessary to comply with the Stockholder Vote, provide a draft of the applicable materials (as well as any related calculations underlying such materials) to Buyer and incorporate into such materials any reasonable comments that are timely provided by such inaccurate or omitted informationBuyer; and (b) use commercially reasonable measures to obtain any required waiver from each disqualified individual at least one day prior to conducting the Stockholder Vote. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing, the Company shall provide the Parent Buyer and its counsel with copies of all documents executed by the analysis under Section 280G of stockholders and disqualified individuals in connection with the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least Stockholder Vote. Not less than three (3) Business Days to review and days after the Company has provided a draft of the applicable materials necessary to comply with the Stockholder Vote to Buyer, Buyer shall consider disclose to Company in good faith any changes reasonably requested by writing all material terms including dollar values regarding each Buyer Arrangement. If Buyer fails to comply with the Parent immediately preceding sentence, the Company may solicit the Stockholder Vote without including or its counsel.disclosing the Buyer Arrangements, the Company’s failure to include or disclose the Buyer Arrangements shall not be a violation of this paragraph. LEGAL_US_E # 161486834.17

Section 280G. Prior to the Closing Date, the Company Seller Parties shall use commercially reasonable efforts to cause the Company to obtain written waivers of any “parachute payment” (within the meaning of Section 280G of the Code) from each Person (each, person who has or reasonably may have a “Disqualified Individual”) right to whom any payment payments or benefit is required or proposed benefits that would be deemed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) (within the meaning of the Code and the regulations promulgated thereunder (“Section 280G Payments”of the Code) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (payments and benefits, the “Waived BenefitsBenefit”), to ) as a result of the extent necessary transactions contemplated hereby so that all remaining payments and benefits payment or benefit applicable to such Disqualified Individual person shall not be deemed to be a parachute paymentpayment that would not be deductible under Section 280G of the Code, and accepting to accept in substitution for the Waived Benefits Benefit the right to receive the Waived Benefits such remaining payment or benefit only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code, with each such waiver identifying the specific Waived Benefit and providing that if such shareholder approval is not obtained, such payments shall not be made and such person shall have no right or entitlement with respect thereto. In connection with As soon as practicable thereafter but in any event prior to the foregoingClosing Date, the Parent Seller Parties shall provide the Company with all information reasonably necessary to allow cause the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by solicit the Parent or its Affiliates (approval of the “Parent Payments”), together appropriate shareholders in a manner that complies with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code at least seven of all payments or benefits (7including payments and benefits waived pursuant to the preceding clause) that would, as a result of, or in connection with, the transactions contemplated hereby, be deemed to constitute “parachute payments”. The determination of which payments may be deemed to constitute parachute payments, form of waiver, 280G calculations, solicitation of approval, and disclosure materials, as required by Section 280G of the Code, shall be provided to Buyer for Buyer’s advance review not later than ten (10) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the The Company shall consider in good faith any changes reasonably requested by the Parent or its counselsuch Buyer comments.

Section 280G. Prior The Company shall, prior to the Closing Date, the Company shall (a) solicit and use commercially reasonable best efforts to obtain from each Person “disqualified individual” (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2280G(c) of the Code and the any regulations promulgated thereunder thereunder) who could receive or retain any payment or benefits that could constitute a “parachute payment” (“within the meaning of Section 280G Payments”280G(b)(2)(A) of the Code and any regulations promulgated thereunder) a written agreement (a “Parachute Payment Waiver”) waiving waiver of such Disqualified Individualdisqualified individual’s right rights to receive some or all of such payment payments or benefit benefits (the “Waived 280G Benefits”), to the extent necessary ) so that all remaining no payments and and/or benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” (within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B280G(b)(1) of the Code and the any regulations promulgated thereunder; provided, that in no event shall this ) and (b) submit to a Company shareholder vote (along with adequate disclosure satisfying the requirements of Section 6.08 be construed to require the Company (or any of its Affiliates280G(b)(5)(B)(ii) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or Code and any other Person, and in no event shall regulations promulgated thereunder) the Company (or any right of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses “disqualified individual” to waive any such rights despite receive the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived 280G Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers soliciting such waivers and seeking the stockholder approval described in this Section 6.08materials, the Company shall provide the Parent and its counsel with copies drafts of the analysis under Section 280G of the Codecalculations, the Parachute Payment Waivers waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 to Acquiror for its review, approval, and at least three (3) Business Days comment prior to review soliciting such waivers and soliciting such approval, and the Company shall consider in good faith any changes comments provided by Acquiror. If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code and any regulations promulgated thereunder as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing, the Company shall deliver to Acquiror evidence reasonably requested by acceptable to Acquiror that a vote of the Parent Company shareholders was solicited in accordance with the foregoing provisions of this Section and that either (i) the requisite number of votes of the Company shareholders was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or its counsel(ii) the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be retained or provided.

Section 280G. Prior to To the Closing Dateextent applicable payment rights are waived and 280G Waivers obtained or are otherwise not payable absent approval of the Stockholders, the Company shall use commercially reasonable efforts to obtain from each Person promptly, but, in any event, no later than two (each, a “Disqualified Individual”2) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), Business Days prior to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentFirst Effective Time, and accepting in substitution submit for the Waived Benefits the right to receive the Waived Benefits only if approved approval by the stockholders of Stockholders by the Company requisite vote (and in a manner that complies with satisfactory to Parent), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code. In connection with , any payment and/or benefits that may, separately or in the foregoingaggregate, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be constitute a “parachute paymentspayment” within the meaning of Section 280G(b)(2) of the Code at least seven (7“Section 280G Payments”) Business Days (which determination shall be made by the Company and shall be subject to review and approval by Parent), such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”), and prior to the Closing Date First Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a vote of Stockholders was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (a) such requisite 280G Approval was obtained with respect to any Section 280G Payment, or promptly after such amounts are known(b) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, if laterthat Section 280G Payment shall not be made or provided, but in any event not fewer than four (4) Business Days pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the Closing Date vote of the Stockholders (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date“280G Waivers”). Prior to soliciting the Securities Purchase Closing280G Approval, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s use commercially reasonable efforts to obtain and deliver to Parent a Parachute Payment 280G Waiver from such Disqualified Individual or if each Person who the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate informationCompany reasonably believes is, with respect to any Parent Paymentsthe Company, there shall be no breach a “disqualified individual” (within the meaning of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code) and who has received or could otherwise receive or have the right or entitlement to receive any Section 280G Payments. Prior to obtaining the 280G Waivers described in the previous sentence, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider provide, or cause to be provided, to Parent a draft of all solicitation and related documents (including any calculations of the Section 280G Payments) contemplated in good faith this Section 5.04, including any changes reasonably requested disclosure documents. The Company shall incorporate any reasonable comments into such documents that are made timely by the Parent or its counselParent.

Section 280G. Prior As soon as reasonably practicable following the date of this Agreement, but in no event later than three (3) Business Days prior to the Closing Date, the Company shall use commercially reasonable its best efforts to (a) obtain waivers from each Person (each, who has a “Disqualified Individual”) right to whom any payment payments and/or benefits as a result of or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not would be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at least seven and as to which such Person waives his or her rights to some or all of such payments and/or benefits (7the “Waived 280G Benefits”) Business Days prior applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the Closing Date or promptly after such amounts are knownmeaning of Section 280G of the Code), if laterand (b) following the execution of the waivers described in clause (a), but in any event not fewer than four (4) Business Days prior to solicit the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by Company to the Company’s stockholders extent and in a the manner that complies with required under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived 280G Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers soliciting such waivers and seeking the stockholder approval described in this Section 6.08approvals, the Company shall provide the Parent and its counsel with copies of such waivers and such stockholder approval materials to the analysis under Buyer. Buyer shall be provided with a reasonable period of time to review and comment on such waivers and such stockholder approval materials, provided further that the Company shall consider any comments provided by the Buyer in good faith. To the extent any of the Waived 280G Benefits were not approved by the equity holders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to the Buyer evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 6.6 and that either (i) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Seller Indemnitors shall indemnify Buyer for any deductions of the Group Companies disallowed pursuant to Section 280G of the Code, the Parachute Payment Waivers Code and the disclosure statement applicable final Treasury Regulations and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company rulings thereunder. The value of any deductions indemnifiable hereunder shall consider in good faith any changes reasonably requested by the Parent or its counselbe calculated assuming a 40% tax rate.

Section 280G. Prior to the Closing Date, the Each Subject Company shall will use commercially reasonable efforts to obtain secure from each Person who is a “disqualified individual” as defined in Section 280G(c) of the Code (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall will not be deemed a parachute paymentpayments, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of the such Subject Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates Code (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing DateStockholder Approval”). Prior to the Securities Purchase Closing, the each Subject Company shall will submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver waiver in accordance with this Section 6.08 11.7 for approval of the such Subject Company’s stockholders equityholders and such Disqualified Individual’s right to receive the Waived Benefits shall will be conditioned upon receipt of the requisite approval by the Company’s stockholders such equityholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunderCode; provided, that in no event shall will this Section 6.08 11.7 be construed to require the such Subject Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract contract or agreement that such Disqualified Individual has with the CompanySellers, any Subsidiary of the such Subject Company or any other Person, and in no event shall the will such Subject Company (or any of its Affiliates) be deemed in breach of this Section 6.08 11.7 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders such equityholders fail to approve any Waived Benefits. Notwithstanding anything Within a reasonable time prior to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to seeking any Parent Payments, there shall be no breach waiver of the covenant contained herein or Waived Benefits and the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08280G Stockholder Approval, the Subject Company shall will provide the Parent and its Purchaser’s counsel with copies a copy of the analysis under Section 280G of the Codewaiver agreement, the Parachute Payment Waivers disclosure statement, equityholder consent and calculations prepared in connection with the disclosure statement and other stockholder approval materials actions contemplated by this Section 6.08 11.7 and at least three (3) Business Days to review and the such Subject Company shall will consider in good faith any changes reasonably requested by the Parent Purchaser or its counsel. Prior to the Closing, the Subject Company will deliver to Purchaser notification that either (a) the 280G Stockholder Approval was obtained with respect to the Section 280G Payments or (b) the 280G Stockholder Approval was not obtained with respect to the Section 280G Payments and that, as a consequence, no Waived Benefits will be paid. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Purchaser or any of its Affiliates and a Disqualified Individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Purchaser Arrangements”), Purchaser shall provide a copy of such contract, agreement or plan to the Subject Company before the Closing Date and shall cooperate with such Subject Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, that may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided that, in any event, such Subject Company’s failure to include the Purchaser Arrangements in the 280G Stockholder Approval materials described herein, for any reason, will not result in a breach of the covenants set forth in this Section 11.7.

Section 280G. Prior to the Closing, the Company shall (i) solicit from any Person who is a “disqualified individual,” as defined in Section 280G of the Code, of any Group Company and who has a right to any payments or benefits or potential right to any payments and/or benefits in connection with the consummation of the Transactions that would be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of such Person’s rights to any such payments or benefits applicable to such Person to the extent that all remaining payments 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 (ii), if such waiver is obtained from any disqualified individual, submit for approval to the stockholders of the applicable Group Company the Waived 280G Benefits, 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 prior to seeking any waiver or approval, the Company shall deliver to the Buyer drafts of all waivers, consents, disclosures, and other documents prepared in connection with the actions described in this Section 7.18 for the Buyer’s review and comment, in order to ensure that the Buyer is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder. The Group Companies shall not pay any of the Waived 280G Benefits if such payment is not approved by the stockholders of the applicable Group Company as contemplated above. Prior to the Closing Date, the Company shall use commercially reasonable efforts deliver to obtain from each Person (each, the Buyer evidence satisfactory to the Buyer that a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made vote of the stockholders was received in connection conformance with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section thereunder, or that such requisite stockholder approval has not been obtained with respect to the Waived 280G Payments”) Benefits, and, as a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (consequence, the “Waived Benefits”), to the extent necessary so that all remaining payments 280G Benefits have not been and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to the Closing DateClosing, the Company Group shall use commercially reasonable efforts to obtain seek the necessary approval from each Person (eachSeller of any payments or benefits, if any, under any Contract, plan, or agreement which, separately or in the aggregate, would be an “excess parachute payment” under Section 280G of the Code as a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with result of the transactions contemplated by this Agreement Agreement; provided that could constitute “any communications to Seller regarding such approval (including the computations of parachute payments, the identification of the “disqualified individuals” under who are potential recipients of parachute payments, and the waivers of payments and/or benefits executed by the affected individuals) shall be delivered within ten (10) Business Days following the date hereof to Buyer and Buyer shall have the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) such communications before they are distributed to Seller. The Company shall deliver to Buyer prior to the Closing reasonable evidence either (i)(a) that the shareholder approval was solicited in conformity with Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, necessary shareholder approval was obtained with respect to any Parent Paymentspayments and/or benefits that were subject to the shareholder vote (the “280G Approval”), or (b) that the 280G Approval was not obtained and, as a consequence, that such “excess parachute payments,” shall not be made or provided, as authorized under the waivers of those payments and/or benefits which were executed by all of the affected individuals or (ii) that computations of parachute payments have been complete, and “disqualified individuals” who are potential recipients of parachute payments have been identified, if any, and that pursuant to such calculations, there shall are no “excess parachute payments” to be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) made to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel“disqualified individual.”

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise contained in this Agreement, , (a) If it shall be determined that any benefit provided to the extent Participant or payment or distribution by or for the Parent has provided materially inaccurate informationaccount of the Company to or for the benefit of the Participant, whether provided, paid or payable or distributed or distributable pursuant to the Parent’s material omission terms of information has resulted in materially inaccurate informationthis Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), with respect then the Payments that would be provided, paid or payable or distributed or distributable to any Parent the Participant pursuant to the terms of this Agreement shall be reduced prior to payment thereof so that the Parachute Value of all Payments, there in the aggregate, equals the Safe Harbor Amount; provided that such reduction shall only be made if such reduction results in a more favorable after-tax position for the Executive. (b) Subject to the provisions of Section 23(c), all determinations required to be made under this Section 23, including the assumptions to be utilized in arriving at such determination, shall be no breach of made by the covenant contained herein Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by the representations set forth in Section 4.18(d)(iv) Company prior to the extent caused by such inaccurate change in ownership or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies effective control (as defined for purposes of the analysis under Section 280G of the Code, ) of the Parachute Payment Waivers Company (a “280G Change in Control”) (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three Participant within fifteen (315) Business Days business days of the receipt of notice from the Participant that there is scheduled to review and the Company shall consider in good faith any changes reasonably be a Payment, or such earlier time as is requested by the Parent Company. If the Accounting Firm is serving as accountant or its counselauditor for the individual, entity or group effecting a 280G Change in Control, the Participant shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) The following terms shall have the following meanings for purposes of this Section 23:

Section 280G. Prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to obtain request from each Person person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) execute a written waiver agreement (a “Parachute Payment Waiver”) waiving providing that such Disqualified Individual’s Individual has waived his or her right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits if and only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent DFB Healthcare shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract Contract entered into or negotiated by the Parent DFB Healthcare or its Affiliates affiliates (the “Parent DFB Healthcare Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven fifteen (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (415) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver waiver in accordance with this Section 6.08 7.06 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunderCode; provided, that in no event shall this Section 6.08 7.06 be construed to require the Company (or any of its Affiliatesaffiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any Company Subsidiary or any other Person, person and in no event shall the Company (or any of its Affiliatesaffiliates) be deemed in breach of this Section 6.08 7.06 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if it the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 7.06 or otherwise in this Agreement, to the extent the Parent DFB Healthcare has provided materially inaccurate information, or the ParentDFB Healthcare’s material omission of information has resulted in materially inaccurate information, with respect to any Parent DFB Healthcare Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the The Company shall provide the Parent DFB Healthcare and its counsel with copies a copy of the analysis under Section 280G of the Codecalculations, the Parachute Payment Waivers and as well as any waiver agreement, the disclosure statement and other the stockholder approval materials consent contemplated by this Section 6.08 7.06 within a reasonable time prior to delivery to each Disqualified Individual and at least three (3) Business Days to review the stockholders of the Company of such waiver agreement, disclosure statement and stockholder consent, respectively, and the Company shall consider in good faith any changes reasonably requested by the Parent DFB Healthcare or its counsel. Prior to the Closing Date, the Company shall, to the extent that the Company receives waivers from any Disqualified Individual, deliver to DFB Healthcare and its counsel evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.06 with respect to the Waived Benefits pursuant to such waiver and that either (a) the requisite number of votes of the stockholders of the Company was obtained with respect to such Waived Benefits (the “280G Approval”) or (b) the 280G Approval was not obtained, and, as a consequence, such Waived Benefits shall not be made or provided.

Section 280G. Prior to the Closing Date, the (a) The Company and each of its Subsidiaries shall use commercially reasonable efforts to obtain seek, prior to the initiation of the equityholder approval procedure described in Section 7.03(c), from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “"parachute payments” " under Section 280G(b)(2) of the Code and the regulations Treasury Regulations promulgated thereunder (“"Section 280G Payments”) "), a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s Person's right to receive some or all of such payment or benefit (the “"Waived Benefits”"), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders equityholders of any of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code. Code and the Treasury Regulations issued thereunder. (b) In connection with the foregoing, the Parent Purchaser shall provide the Company Seller with all information reasonably and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent Purchaser or any of its respective Affiliates (the “Parent "Purchaser Payments”"), together with all Section 280G Payments, could reasonably be considered to be “"parachute payments” " within the meaning of Section 280G(b)(2) of the Code at least seven ten (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (410) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). The Seller shall provide drafts of all disclosure documents, waivers, "parachute payment" calculations and other relevant documents to Purchaser for review prior to obtaining such waivers or soliciting such vote and will implement any reasonable comments timely provided by Purchaser for incorporation into such waivers and documents. (c) Prior to the Securities Purchase Closing, the Company and each of its Subsidiaries shall submit use their commercially reasonable efforts to obtain the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders such number of equityholders of such Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; , including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 7.03(a) to receive or retain, as applicable, such Person's Waived Benefits, provided, that in no event shall this Section 6.08 7.03 be construed to require the Company (or any of its Affiliates) Subsidiaries to compel any Disqualified Individual Person to waive any existing rights under any Contract contract or agreement that such Disqualified Individual Person has with the Company, any such Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) Subsidiaries be deemed in breach of this Section 6.08 7.03 if any such Disqualified Individual Person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders equityholders fail to approve any Waived Benefits. . (d) Notwithstanding anything to the contrary in this Section 6.08 7.03 or otherwise in this Agreement, to the extent the Parent Purchaser has provided materially inaccurate informationmisinformation, or the Parent’s material Purchaser's omission of information has resulted in materially inaccurate informationmisinformation, with respect to any Parent Purchaser Payments, (i) there shall be no breach of the representation contained in Section 5.14(i) or the covenant contained herein and (ii) for all purposes of this Agreement, including the calculation of any Taxes pursuant to Article XII, no payment by, or the representations set forth in Section 4.18(d)(iv) benefit provided to, any "disqualified individual" with respect to the extent caused by whom such inaccurate misinformation or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company omission was provided shall provide the Parent and its counsel with copies of the analysis be a "parachute payment" under Section 280G 280G(b) of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to the Closing Date, the (a) The Company shall use commercially reasonable its best efforts to obtain from each Person (eachobtain, prior to the initiation of the requisite stockholder approval procedure under Section 7.17(b) below, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute “excess parachute payments” under as defined in Section 280G(b)(2280G(b)(1) of the Code and the regulations Treasury Regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (, and the payments so waived, the “Waived BenefitsParachute Payments”) from each Person who is or would reasonably be considered to be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder), as determined immediately prior to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentinitiation of the requisite stockholder approval procedure under Section 7.17(b), and accepting in substitution for the Waived Benefits who could otherwise receive, have received, or have the right or entitlement to receive any excess parachute payment under Section 280G of the Waived Benefits only if approved Code, and the Company shall deliver any such Parachute Payment Waiver to Buyer before the Closing Date. (b) The Company shall use its commercially reasonable efforts to obtain, not later than one day prior to the Closing Date, the approval by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Payments in accordance with this Section 6.08 for approval the terms of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations Treasury Regulations promulgated thereunder; provided. Whenever the Company becomes aware of any event prior to Closing that should be set forth in an amendment or supplement to the disclosure provided to stockholders as contemplated by Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder so that such disclosure would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, that the Company will promptly inform the Buyer of such occurrence and will promptly (and in no event shall all events prior to Closing and consistent with the intent of the first sentence of this Section 6.08 be construed 7.17(b)) prepare and provide to require the Company’s stockholders such amendment or supplement. Buyer shall disclose to the Company (the material terms of any arrangements agreed to prior to Closing that will be provided by Buyer or any of its Affiliates) Affiliates to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with “disqualified individuals” within a reasonable time after the Company, any Subsidiary date of the Company or any other Personthis Agreement, and in any event no event shall later than five Business Days prior to the Closing Date, so that the Company (or any of may comply with its Affiliates) be deemed in breach of obligations under this Section 6.08 if any such Disqualified Individual refuses 7.17. (c) The Company shall provide to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary Buyer at least two Business Days in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission advance of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach their intended use copies of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the all Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Codeall consents, the Parachute Payment Waivers and the disclosure statement documents and other materials to solicit any stockholder approval materials vote contemplated by this Section 6.08 and at least three (3) Business Days 7.17(b), provide Buyer with a reasonable opportunity to review and the Company shall comment thereon, and consider in good faith any changes reasonably requested reasonable comments provided thereon by the Parent or its counselBuyer.

Section 280G. Prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to (a) obtain from each Person, if any, who could reasonably be expected to receive any payments and/or benefits that may be subject to an excise tax under Section 4999 of the Code or non-deductible under Section 280G of the Code in connection with the consummation of the Transactions (without regard to Treasury Regulations Section 1.280G-1, Q&A 9), whether alone or together with any other event (a “Potential 280G Benefit”), a duly executed waiver with respect to any payments and/or benefits, if any, that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder) pursuant to which such Person agrees to waive any and all right or entitlement to such parachute payments to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder (each, a “Disqualified Individual280G Waiver”), and (b) submit to whom any payment or benefit is required or proposed the Company Shareholders for approval in accordance with Section 280G(b)(5)(B) of the Code the Potential 280G Benefits, such that, if approved by the Company Shareholders, such payments and benefits shall not be deemed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder thereunder, and the Company shall deliver to APHC evidence reasonably satisfactory to APHC that (“i) approval of the Company Shareholders was solicited in conformance with Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right and the regulations promulgated thereunder, and, if applicable, the requisite approval of the Company Shareholders was obtained with respect to receive some or all any payments and/or benefits that were subject to the approval of such payment or benefit the Company Shareholders (the “Waived Benefits280G Approval”), to or (ii) the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be Approval was not obtained and as a consequence that such “parachute payments” within shall not be made or provided pursuant to the meaning of Section 280G(b)(2) of applicable 280G Waivers which were executed by the Code at affected individuals prior to the Closing Date. At least seven five (75) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior date the Company submits the Potential 280G Benefits to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Shareholders, the Company shall provide the Parent to APHC a draft of all documents and its counsel with copies calculations of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials parachute payments contemplated by in this Section 6.08 and at least three (3) Business Days to review and the 7.24. The Company shall will consider in good faith any changes reasonably requested all reasonable comments that are made by the Parent APHC or its counselrepresentatives.

Section 280G. Prior (a) Notwithstanding anything in this Agreement to the Closing Datecontrary, in the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom event that any payment or benefit is required received or proposed to be made received by Executive (including any payment or benefit received in connection with a “Change in Control” (as defined in the transactions contemplated by Brookdale Senior Living Inc. Omnibus Stock Incentive Plan) or the termination of Executive’s employment or consultancy, whether pursuant to the terms of this Agreement that could constitute or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “parachute payments” under Section 280G(b)(2Total Payments”) would not be deductible (in whole or part) by the Company or any of the Code and the regulations promulgated thereunder (“its subsidiaries or Affiliates making such payment or providing such benefit as a result of Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”)Code, then, to the extent necessary so to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the portion of the Total Payments that all remaining payments and benefits applicable do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to such Disqualified Individual shall not be deemed a parachute paymentzero), and accepting in substitution for the Waived Benefits the right all other Total Payments shall thereafter be reduced (if necessary, to receive the Waived Benefits only if approved by the stockholders zero). (b) For purposes of this limitation, (i) no portion of the Company Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a manner that complies with “payment” within the meaning of Section 280G(b)(5)(B280G(b) of the Code. In connection with Code shall be taken into account; (ii) no portion of the foregoingTotal Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates Company’s independent auditor (the “Parent PaymentsAuditor”), together with all Section 280G Payments, could reasonably be considered to be does not constitute a “parachute paymentspayment” within the meaning of Section 280G(b)(2) of the Code at least seven Code, including by reason of Section 280G(b)(4)(A) of the Code; (7iii) Business Days prior the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the Closing Date extent necessary so that the Total Payments (other than those referred to in clauses (i) or promptly after such amounts are known, if later, but (ii) of this paragraph) in any event not fewer than four (4) Business Days prior to their entirety constitute reasonable compensation for services actually rendered within the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits meaning of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B280G(b)(4)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed or are otherwise not subject to require the Company (or any disallowance as deductions by reason of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, in the Parachute Payment Waivers opinion of Tax Counsel; and (iv) the disclosure statement value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and other stockholder approval materials contemplated by this Section 6.08 and at least three (34) Business Days of the Code. (c) If it is established pursuant to review a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Section 7, the Total Payments paid to or for Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and (ii) a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, the Executive shall consider have an obligation to pay the Company upon demand an amount equal to the sum of (x) the excess of the Total Payments paid to or for Executive’s benefit over the Total Payments that could have been paid to or for Executive’s benefit without any portion of such Total Payments being subject to the Excise Tax; and (y) interest on the amount set forth in good faith any changes reasonably requested by clause (x) of this sentence at the Parent or its counselrate provided in Section 1274(b)(2)(B) of the Code from the date of Executive’s receipt of such excess until the date of such payment.

Section 280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the Treasury Regulations thereunder, as soon as reasonably practicable following the Signing Date, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) use commercially reasonable efforts to obtain waivers (with such waivers to be provided to Purchaser for review and comment as provided for herein) from each Person (each, who is a “Disqualified Individual”) disqualified individual” within the meaning of Section 280G and who has a right to whom any payment payments or benefit is required benefits as a result of or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could would reasonably be considered expected to be constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Code at least seven and as to which such Person waives his or her rights to some or all of such payments or benefits (7the “Waived 280G Benefits”) Business Days prior applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the Closing Date or promptly after such amounts are knownmeaning of Section 280G of the Code), if laterand (ii) following the execution of the waivers described in clause (i), but in any event not fewer than four (4) Business Days prior to solicit the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt necessary equityholders of the requisite approval by Group Companies of any Waived 280G Benefits pursuant to a vote that meets the Company’s stockholders in a manner that complies with requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; . At least five (5) Business Days prior to obtaining any waiver or soliciting equityholder approval, the Company shall provide Purchaser with copies of all Section 280G-related documents, including, without limitation, any analysis relating to the payments subject to Section 280G of the Code prepared by the Company, the disclosure document, waivers and consents, for Purchaser’s review and approval, which shall not be unreasonably withheld or delayed, and shall accept all reasonable and timely comments made thereto by Purchaser. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote was solicited in accordance with the foregoing provisions of this Section 6.25 and that either (A) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. Notwithstanding the foregoing, that (x) in no event shall this Section 6.08 6.25 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual person to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 6.25 if any such Disqualified Individual person refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual and (y) any Section 280G analysis and/or disclosure shall only include information regarding arrangements entered into with Purchaser or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, its Affiliates to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) such arrangements have been disclosed to the extent caused by such inaccurate or omitted information. Prior Company prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith date any changes reasonably requested by the Parent or its counselwaivers have been obtained.

Section 280G. Prior (a) The Company shall have obtained prior to the Closing Date, initiation of the requisite Company shall use commercially reasonable efforts to obtain from each Person (eachStockholder approval procedure under Section ‎8.4(b) below, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), in a form reasonably acceptable to Parent, from each Person whom the Company and/or Parent reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“thereunder), as determined immediately prior to the initiation of the requisite Company Stockholder approval procedure under Section ‎8.4(b), and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G Payments”) a written agreement (a “of the Code, and the Company shall have delivered each such Parachute Payment Waiver”Waiver to Parent on or before the Closing Date. (b) waiving The Company shall use its reasonable best efforts to obtain the approval by such Disqualified Individual’s right to receive some or all number of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved Company Stockholders as is required by the stockholders terms of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with Code so as to render the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all parachute payment provisions of Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to absence of the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Waivers by the affected Persons under Section ‎8.4(a) above, might otherwise result, separately or in accordance with this the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 6.08 for approval 280G of the Company’s stockholders and Code, with such Disqualified Individual’s right Company Stockholder approval to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders obtained in a manner that complies with which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that in no event including Q-7 of Section 1.280G-I of such Treasury Regulations. The Company shall this Section 6.08 be construed forward to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other PersonParent, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the allow Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and comment upon, prior to submission to the Company Stockholders, copies of all material documents prepared for purposes of complying with this provision and shall consider any such reasonable comments in good faith any changes reasonably requested by the Parent or its counselfaith.

Section 280G. Prior to Following the Closing Datedate of this Agreement, the Company Parties and their respective counsel shall use commercially reasonable efforts work in good faith to obtain from each Person determine (each, i) whether the consummation of the Business Combination will constitute a “Disqualified Individual”change in ownership or control” within the meaning of Section 280G of the Code of either Corix or SWWC, and (ii) whether and to whom what extent any payment payments or benefit is benefits that are required or proposed to be made to any SWWC Personnel or Corix Water Personnel, as applicable, in connection with the transactions contemplated by this Agreement that consummation of the Business Combination could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code (any such payments and benefits, the regulations promulgated thereunder (“Section 280G Payments”) , and any such individuals, the “Disqualified Individuals”). Corix or SWWC, as applicable depending on the results of the immediately preceding sentence (the “280G Entity”), shall seek to obtain a written agreement waiver from each Disqualified Individual (a “Parachute Payment Waiver”) waiving any such Disqualified Individual’s right to receive some or all of such payment or benefit Section 280G Payments (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates No later than ten (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (710) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company 280G Entity shall submit the Waived Benefits Benefits, if any, of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders applicable equityholders of the 280G Entity entitled to vote on such matter and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders equityholders of the 280G Entity entitled to vote on such matter in a manner that complies is intended to comply with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationTreasury Regulations. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder equityholder approval described in this Section 6.087.13, the Company 280G Entity shall provide the Parent other Party and its counsel with copies of the 280G Entity’s analysis under Section 280G of the Code, true, correct and complete copies of the duly executed Parachute Payment Waivers Waivers, and the disclosure statement and other stockholder approval equityholder solicitation materials contemplated by this Section 6.08 7.13 and provide at least three five (35) Business Days to review the same, and the Company 280G Entity shall consider in good faith incorporating any changes reasonably requested by the Parent other Party or its their counsel.

Section 280G. Prior (a) The Company ‎shall deliver to ‎Buyer a copy of a customary analysis with respect to each “disqualified individual” within ‎the meaning of Section 280G of the Closing Date, the Company shall use commercially reasonable efforts to obtain from Code and ‎the Treasury Regulations promulgated ‎thereunder (each Person (each, a “Disqualified Individual”) with respect to whom the Company and any payment or benefit is required or proposed payment(s) ‎or benefit(s) that would reasonably be expected to be made constitute “parachute payments” within ‎the ‎meaning of Section 280G of the Code and the Treasury Regulations promulgated ‎‎thereunder (each a “Parachute Payment”) in connection with the transactions contemplated by this Agreement (including any potential payments or benefits, that could constitute are not reasonably expected to be “parachute paymentsreasonable compensation” under for services to be rendered on or after the Closing as described in Section 280G(b)(2280G(b)(4) of the Code and the regulations promulgated thereunder (“Treasury Regulations Section 280G Payments”1.280G-1 Q/A-5(a)(5) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”)and Q/A-40, to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreementplans, arrangement agreements, or contract entered into or negotiated by other arrangements of the Parent Buyer or its Affiliates Affiliates, the material terms of which will be provided to the Company no later than ten (10) days after the “Parent Payments”Agreement Date), together with all which identifies whether any Disqualified Individual would receive any “excess parachute payment” as defined in Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2280G(b)(1) of the Code at least seven (7an “Excess Parachute Payment”). (b) Business Days On the Closing Date and prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, (i) the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s ‎shall use commercially reasonable efforts to obtain a Parachute Payment Waiver from such Waiver, in the form approved by Buyer, ‎from each Disqualified Individual or if who would reasonably be expected to receive any Excess Parachute ‎Payments in connection with the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in transaction resulting from this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, and (ii) with respect to any Parent Paymentseach Parachute Payment Waiver received, there shall be no breach if ‎any, as soon as practicable following the ‎receipt of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08(if any), the Company shall provide submit the Parent and its counsel with copies of the analysis ‎payments waived under Section 280G of the Code, the Parachute Payment Waivers to the holders ‎of the Shares for approval, in each case, in accordance with the requirements of ‎‎Section 280G(b)(5)(B) of the Code and the disclosure statement Treasury Regulations promulgated ‎‎thereunder ‎‎(the foregoing actions, a “280G Vote”). Prior to the Closing Date, if Parachute ‎Payment Waivers ‎are obtained and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and a 280G Vote is taken, the Company shall consider deliver to the Buyer evidence reasonably satisfactory to the Buyer, (A) that a ‎‎280G Vote was ‎solicited and (B) the result of such 280G Vote. The Company shall provide ‎drafts to the Buyer of the form of the Parachute ‎Payment Waiver, the disclosure statement, and ‎any other materials to be submitted to the Sellers, in good faith any changes reasonably requested by each Seller’s capacity as a shareholder of the Parent or its counselCompany, in connection with the ‎‎280G Vote prior to soliciting the Parachute Payment Waivers.

Section 280G. Prior to (a) In the Closing Date, event that the Company shall use commercially reasonable efforts to obtain from each Person (each, undergoes a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made change in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days control prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner time that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company it (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement Affiliate that such Disqualified Individual has would be treated, together with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain as a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis single corporation under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of the Section 280G of the Code of 1986 and the regulations thereunder), the Parachute Payment Waivers Company agrees, upon the Executive’s request (the “Request”), to use its reasonable best efforts to seek the requisite approval by its shareholders of the payments proposed to be made to the Executive in connection with such change in control by taking all administrative steps necessary to prevent having the payments or any portion thereof characterized as “parachute payments” under Sections 280G and 4999 of the Code. The Company’s actions pursuant to this provision are not intended to bind, nor shall be construed as binding, the shareholders of the Company. In connection with the obtaining of such approval, if so requested, the Executive agrees to undertake any such waivers that may be required in order for the Company to validly seek the approval of its shareholders. Prior to making the Request, the Executive may seek, at the Company’s expense, input from the Company’s public accounting firm (the “Accounting Firm”) regarding the Executive’s potential parachute payments. The Company shall cooperate with, and provide the necessary information to, the Executive and the disclosure statement Accounting Firm for purposes of determining the Executive’s potential parachute payments. (b) If the Executive does not request that the Company seek the shareholder approval described in subsection (a) above: (i) In the event it shall be determined that all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive in connection with the Executive’s services for the Company or an Affiliate (the “Payments”), but determined for this purpose without regard to any required Gross-Up Payment (as defined below), will be subject to the excise tax imposed by Section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days penalties, are hereinafter collectively referred to review and as the “Excise Tax”), then the Company shall consider pay to the Executive one or more additional cash payments (each such payment, a “Gross-Up Payment”) in good faith such amounts so that the net cash amount remaining from such Gross-Up Payment after deduction or payment of (a) the Excise Tax imposed on the Gross-Up Payments and (b) all federal, state and local income and employment taxes imposed upon the Gross-Up Payments, shall equal fifty percent (50%) of the excise tax imposed by Section 4999 of the Code on the total Payments. The intent of the parties is that the Company shall be responsible for, and shall pay, 50% of the Excise Tax on any changes reasonably Payment and on any Gross-Up Payment and 50% of any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, as well as bearing any loss of tax deduction caused by the Gross-Up Payment. For purposes of determining the amount of any Gross-Up Payment, the Executive shall be deemed to pay (a) federal income tax at the highest marginal rate in effect for the calendar year during which such Gross-Up Payment is to be made, (b) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (c) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of the Executive's principal residence as of the date of termination of employment with the Company or the date that any portion of the total Payments become subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the total Payments made to the Executive during such calendar year. (ii) All determinations required to be made under this Section 14, including whether and when a Gross-Up payment is required and the amount of the such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Parent Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm’s determination; provided that in no event shall any Gross-Up Payment be paid later than the end of the calendar year next following the calendar year in which the Executive or its counselthe Company remits the taxes for which the Gross-Up Payment is being paid. Any determination by the Accounting Firm shall be binding on the Company and the Executive.

Section 280G. Prior (a) The Company shall have obtained prior to the Closing Date, initiation of the requisite Company shall use commercially reasonable efforts to obtain from each Person (eachStockholder approval procedure under Section 8.4(b) below, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), in a form reasonably acceptable to Parent, from each Person whom the Company and/or Parent reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“thereunder), as determined immediately prior to the initiation of the requisite Company Stockholder approval procedure under Section 8.4(b), and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G Payments”) a written agreement (a “of the Code, and the Company shall have delivered each such Parachute Payment Waiver”Waiver to Parent on or before the Closing Date. (b) waiving The Company shall use its reasonable best efforts to obtain the approval by such Disqualified Individual’s right to receive some or all number of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved Company Stockholders as is required by the stockholders terms of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with Code so as to render the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all parachute payment provisions of Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to absence of the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Waivers by the affected Persons under Section 8.4(a) above, might otherwise result, separately or in accordance with this the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 6.08 for approval 280G of the Company’s stockholders and Code, with such Disqualified Individual’s right Company Stockholder approval to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders obtained in a manner that complies with which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that in no event including Q-7 of Section 1.280G-I of such Treasury Regulations. The Company shall this Section 6.08 be construed forward to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other PersonParent, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the allow Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and comment upon, prior to submission to the Company Stockholders, copies of all material documents prepared for purposes of complying with this provision and shall consider any such reasonable comments in good faith any changes reasonably requested by the Parent or its counselfaith.

Section 280G. Prior ​ Not less than three (3) Business Days prior to the Closing Date, the Company shall use commercially reasonable efforts submit to obtain from each Person the Stockholders for approval (each, in a “Disqualified Individual”manner and with disclosure documentation reasonably satisfactory to Parent) to whom any payment or benefit by a vote of such Stockholders as is required or proposed pursuant to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations issued thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits280G Stockholder Vote”), to any such payments or other benefits that may, separately or in the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute paymentaggregate, and accepting result in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2280G(b) of the Code at least seven (7determined without regard to Section 280G(b)(4) Business Days prior to of the Closing Date or promptly after Code) and the Treasury Regulations thereunder (the “280G Payments”), such amounts are knownthat, if laterthe 280G Stockholder Vote is received approving the 280G Payments, but in any event such 280G Payments shall not fewer than four (4) Business Days prior cause there to be “excess parachute payments” within the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits meaning of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B280G(b)(1) of the Code and the regulations promulgated Treasury Regulations thereunder; provided. The 280G Stockholder Vote shall establish the right of each “disqualified individual” within the meaning of Section 280G(c) of the Code (a “Disqualified Individual”) to receive or retain the 280G Payments. Prior to the 280G Stockholder Vote, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any shall obtain, from each Disqualified Individual who might be expected to receive a 280G Payment, a written, executed waiver (in a form reasonably satisfactory to Parent), pursuant to which such Disqualified Individual agrees to waive any existing and all rights under to any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreementpayments, to the extent such payments would cause the Parent has provided materially inaccurate information, 280G Payments ​ not to be deductible pursuant to Section 280G of the Code (the “280G Waivers”). Such 280G Waivers shall cease to have any force or the Parent’s material omission of information has resulted in materially inaccurate information, effect with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) item covered thereby to the extent caused by the 280G Stockholder Vote for such inaccurate or omitted informationitem is obtained. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08In addition, the Company shall provide adequate disclosure to the Parent and its counsel with copies Stockholders (including to the extent required by Section 280G of the analysis Code and the Treasury Regulations thereunder) of all material facts concerning all payments to any such Disqualified Individual that, but for the 280G Stockholder Vote, could be deemed “parachute payments” under Section 280G of the Code, Code in a manner that satisfies Section 280G(b)(5)(B) (ii) of the Parachute Payment Waivers Code and the Treasury Regulations thereunder. Parent and its counsel shall be provided with drafts of the disclosure statement statement, 280G Waivers, and other stockholder approval materials contemplated the consent to be signed by Stockholders referenced in this Section 6.08 and at least three (3) Business Days to 5.13 for review and the Company approval before being finalized. Parent and its counsel shall consider in good faith any changes reasonably requested also be provided copies of all documents executed by the Parent or its counsel.Stockholders and Disqualified Individuals in connection with the 280G Stockholder Vote. ​

Section 280G. Prior If any “disqualified individual” (as defined under Section 280G of the Code) has a right to any payments and/or benefits that may, separately or in the aggregate, reasonably be expected to cause there to be “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) (the “280G Payments”), then, at least three (3) Business Days prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to (i) obtain from each Person such person a written waiver (each, a “Disqualified Individual”) in form and substance reasonably satisfactory to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2Buyer) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individualperson’s right rights to receive some or all of such payment or benefit 280G Payments (the “Waived 280G Benefits”), ) applicable to the extent necessary such person so that all such remaining payments and and/or benefits applicable to such Disqualified Individual person shall not be deemed a to be “excess parachute payment, and accepting in substitution for payments” that would not be deductible under Section 280G of the Waived Benefits the right to receive the Waived Benefits only if Code (unless otherwise approved by the stockholders of the Company as described in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for 5.4) and (ii) receive the approval of the Company’s its stockholders and such Disqualified Individual’s right who are entitled to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders vote in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1, which shall include adequate written disclosure to all stockholders who are entitled to vote prior to such vote, of any such Waived 280G Benefits (the regulations promulgated thereunder“280G Disclosure”) (such vote referred to as the “280G Stockholder Vote”); provided, that in no event shall this Section 6.08 5.4 be construed to require the Company (or any of its Affiliates) (i) to compel any Disqualified Individual disqualified individual to waive any existing rights under any Contract or agreement that such Disqualified Individual disqualified individual has with the Company, any Subsidiary of the Company or any of its Subsidiaries or any other PersonPerson or (ii) provide any additional value to such disqualified individual in order to receive such waiver, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 5.4 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived 280G Benefits. Notwithstanding anything The Company shall provide to Buyer the waiver agreements and any materials to be distributed to its stockholders pursuant to this Section 5.4 at least five (5) Business Days prior to distribution to such disqualified individuals and stockholders and such materials shall be subject to the contrary in this Section 6.08 comment and approval of Buyer (such approval not to be unreasonably withheld, conditioned or otherwise in this Agreement, delayed). Prior to the extent Closing Date, the Parent has provided materially inaccurate information, or Company shall deliver to Buyer written certification that either (a) the Parent’s material omission of information has resulted in materially inaccurate information, 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) 280G Payments that were subject to the extent caused 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individual. The Company’s failure to include arrangements entered into by such inaccurate Buyer or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel Affiliates with copies of the analysis under any disqualified individual that could not be deductible by Section 280G of the Code, Code (determined without regard to Section 280G(b)(4)(A)) in the Parachute Payment Waivers and stockholder voting materials described herein because Buyer or its Affiliates fail to notify the disclosure statement and other stockholder approval materials contemplated by Company of such arrangements a reasonable period prior to the Closing will not result in a breach of the covenants set forth in this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel5.4.

Section 280G. Prior (a) The Company shall, prior to soliciting the vote of stockholders with respect to the Closing Date280G Proposal, the Company shall use commercially reasonable efforts to obtain request a parachute payment waiver (“Parachute Payment Waiver”) from each Person (eachwho is or reasonably could be, with respect to the Company and/or any Affiliate, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with disqualified individual” (within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“thereunder), as determined immediately prior to the initiation of the stockholder solicitation required by this Section 8.13(a), and who reasonably might otherwise receive, have received, or have the right or entitlement to receive an excess parachute payment under Section 280G Payments”) a written agreement of the Code (a “all such Persons being set forth on Schedule 8.13(a), as updated immediately prior to the initiation of the stockholder solicitation required by Section 8.13(c), and the Company shall deliver to Buyer any Parachute Payment Waiver”Waiver thus received. (b) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (Using calculations provided by the “Waived Benefits”)Company, Buyer shall prepare and deliver to the extent necessary so that all remaining payments and benefits applicable Company the requisite information statement to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right delivered to receive the Waived Benefits only if approved by the stockholders of the Company Blocker Corps in a manner that complies connection with the solicitation of such stockholders in accordance with the terms of Section 280G(b)(5)(B) of the Code. In connection The information statement shall be subject to the Company’s prior review and approval, which shall not be unreasonably withheld or delayed. (c) Upon receipt of the approved information statement contemplated by Section 8.13(b), the Company shall use its commercially reasonable efforts to solicit the vote of the stockholders of the Blocker Corps in accordance with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning terms of Section 280G(b)(2280G(b)(5)(B) of the Code at least seven (7the “280G Proposal”) Business Days prior to the Closing Date or promptly after so that such amounts are knownvote, if laterobtained, but will render the parachute payment provisions of Section 280G and Section 4999 of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to absence of the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Waivers by the affected Persons under Section 8.13 might otherwise reasonably result, separately or in accordance with this the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 6.08 for approval 280G of the Company’s stockholders and such Disqualified Individual’s right Code or subject to receive the Waived Benefits shall be conditioned upon receipt an excise tax by reason of Section 4999 of the requisite Code, with such stockholder approval by the Company’s stockholders to be solicited in a manner that complies with which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that in no event including Q-7 of Section 1.280G-1 of such Treasury Regulations. The documentation constituting the 280G Proposal shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything subject to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the ParentBuyer’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to prior review and the Company approval, which shall consider in good faith any changes reasonably requested by the Parent not be unreasonably withheld or its counseldelayed.

Section 280G. Prior If, after the Grant Date, there occurs a transaction that constitutes a “change of control” for purposes of Section 280G of the Code and, immediately prior to the Closing Dateconsummation of such change of control, the Company shall use commercially reasonable efforts or any of its consolidated subsidiaries are an entity whose equity securities are readily tradable on an established securities market (or otherwise), the following provisions will apply: (a) If any payments or benefits provided or to obtain from each Person be provided by the Company or its affiliates to the Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise (each, a the “Disqualified IndividualCovered Payments”) to whom any payment or benefit is required or proposed to be made in connection with constitute parachute payments within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Parachute Payments”) a written agreement and would, but for this Section 19(a), be subject to the excise tax imposed under Section 4999 of the Code (a “Parachute Payment Waiver”or any successor provision thereto) waiving or any similar tax imposed by state or local law or any interest or penalties with respect to such Disqualified Individual’s right to receive some or all of such payment or benefit taxes (collectively, the “Waived BenefitsExcise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing results in the Employee’s receipt on an after-tax basis of the greatest amount of benefits after taking into account applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). If required to be reduced pursuant to the foregoing to the extent necessary so permitted under Code Sections 280G, 409A and 4999, the Employee may elect the order of reduction. If the foregoing is not permitted, the reduction shall be in such manner that all remaining maximizes the amount to be received by the Employee with any cash payments and benefits applicable being reduced first starting with the last payment due, next shares not subject to such Disqualified Individual shall not be deemed a parachute paymentQ + A 24(c) of Treas. Reg. 1-280G (“24(c)”) starting with the last vesting share, then options subject to 24(c) starting with the last vesting option, and accepting in substitution for the Waived Benefits the right then shares and options subject to receive the Waived Benefits only if approved by the stockholders of the Company 24(c) in a manner that complies maximizes what is received by the Employee. If the Covered Payments are paid in full, the Employee will be solely responsible for the payment of any Excise Tax and the Company will have no further obligations with respect thereto. (b) Any determinations required under this Section 280G(b)(5)(B) 19 shall be made in writing by an accounting firm selected and paid for by the Company. The accountant shall deliver to the Company and the Employee an opinion that can be utilized for filing of tax returns, and including valuation of the Codenon-compete that applies to the Employee. In connection with the foregoing, the Parent The Employee shall provide the Company with all such information reasonably necessary to allow and documents as he or she may have as the Company may reasonably request in order to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed make a Parachute Payment Waiver in accordance with determination under this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel19.

Section 280G. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each If any Person (each, who is a “Disqualified Individual”disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) to whom may receive any payment payment(s) or benefit is required or proposed to be made benefit(s) from any Person that could constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall obtain and deliver to Buyer a Parachute Payment Waiver (as defined below) from each such “disqualified individual” as soon as reasonably practicable after the date of this Agreement (but in no event later than the fifth (5th) Business Day immediately prior to the Closing Date); and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Buyer (but in no event later than the third Business Day immediately prior to the Closing Date), the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that could constitute may be received by such disqualified individual(s) and shall submit such payments to its shareholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the shareholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G(b)(2280G of the Code (the foregoing actions, a “280G Vote”). If a 280G Vote is required, the Company shall, prior to Closing, deliver to Buyer evidence reasonably satisfactory to Buyer, that (i) a 280G Vote was solicited in conformance with Section 280G of the Code, and (ii) either (A) the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (B) the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The determination of which payments or benefits may be deemed to constitute parachute payments, the form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the 280G Vote and Section 280G Approval, and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Buyer. “Parachute Payment Waiver” means, with respect to any Person, a written agreement waiving such Person’s right to receive any “parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder (“thereunder) to the extent required to avoid the imposition of a Tax by virtue of the operation of Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right and/or 4999 of the Code and to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting accept in substitution for the Waived Benefits therefor the right to receive the Waived Benefits such payments only if approved by the stockholders shareholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that . Each such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from shall identify the specific waived payments and benefits and shall provide that if such Disqualified Individual stockholder approval is not obtained, such payments and benefits shall not be made and such Person shall have no right or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, entitlement with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselthereto.

Section 280G. Prior to To the Closing Date, extent the Company shall use commercially reasonable efforts to obtain from each Person (each, Merger constitutes a “Disqualified Individual”) to whom any payment change in ownership or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute paymentscontrol” within the meaning of Section 280G(b)(2280G and the regulations thereunder of the Company, the Company shall (a) prior to the Closing Date, obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code at least seven and any regulations promulgated thereunder) who could otherwise receive or retain any payment or benefits that could constitute a “parachute payment” (7within the meaning of Section 280G(b)(2)(A) Business Days of the Code and any regulations promulgated thereunder) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that no payments and/or benefits shall be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and any regulations promulgated thereunder) and (b) prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four submit to a stockholder vote (4along with adequate disclosure) Business Days prior to satisfying the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits requirements of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the any regulations promulgated thereunder; provided, that in the right of any such “disqualified individual” to receive the Waived 280G Benefits. The Company shall provide drafts of the calculations, waivers and approval materials to AMHC for its review and comment no event shall this Section 6.08 be construed later than five (5) Business Days prior to require soliciting such waivers and soliciting such approval, and the Company (or shall incorporate any comments provided by AMHC in good faith. If any of its Affiliates) the Waived 280G Benefits fail to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has be approved in accordance with the Company, any Subsidiary requirements of Section 280G(b)(5)(B) of the Company Code as contemplated above, such Waived 280G Benefits shall not be made or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted informationprovided. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08Closing, the Company shall provide the Parent and its counsel with copies deliver to AMHC evidence reasonably acceptable to AMHC that a vote of the analysis under stockholders was solicited in accordance with the foregoing provisions of this Section and that either (i) the requisite number of votes of the stockholders was obtained with respect to the Waived 280G of Benefits (the Code“280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company Waived 280G Benefits shall consider in good faith any changes reasonably requested by the Parent not be retained or its counselprovided.

Section 280G. Prior to As soon as practicable following the Closing Datedate hereof, the Company shall use commercially reasonable efforts prepare and deliver to obtain from each Person (eachPurchaser its calculation of the Potential 280G Benefits. For purposes hereof, “Potential 280G Benefits” shall mean any potential payments or benefits which will or may be made or provided to any individual who, with respect to the Company, is a “Disqualified Individual”disqualified individual” (as such term is defined in Section 280G of the Code) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that which could constitute a “parachute paymentspayment” under (as defined in Section 280G(b)(2) of the Code).To the extent that any “disqualified individual” with respect to the Company or any of its Affiliates (within the meaning of Section 280G(d)(5) of the Code and the regulations promulgated thereunder thereunder) would receive any payment or benefit that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G(b) of the Code and the regulations thereunder), then, the Company shall (i) no later than five (5) Business Days prior to the Closing, obtain from each such “Section 280G Payments”) disqualified individual” a written agreement waiver (a the “Parachute Payment Waiver”) waiving of such Disqualified Individualdisqualified individual’s right to receive some or all of such payment or benefit (the “Waived 280G Benefits”), to the extent necessary ) so that all any remaining payments and benefits applicable to such Disqualified Individual payment and/or benefit shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “excess parachute payments” (within the meaning of Section 280G(b)(2) 280G of the Code at least seven and the regulations thereunder), and (7ii) no later than three (3) Business Days prior to the Closing Date Date, with respect to each individual who agrees to the waiver described in clause (i), solicit, and use commercially reasonable efforts to secure, the approval of the Stockholders entitled to vote on such matters (along with adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. The Company shall provide drafts of any such waivers and disclosure and approval materials to Purchaser for its review and approval (which approval will not be unreasonably withheld, conditioned or promptly after such amounts are known, if later, but in any event not fewer delayed) no later than four five (45) Business Days prior to the Closing Date (and shall further provide soliciting any such updated information waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved as is reasonably necessary contemplated above, such Waived 280G Benefits shall not be made or provided. To the extent applicable, prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit deliver to Purchaser evidence reasonably acceptable to Purchaser that a vote of the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Stockholders was solicited in accordance with the foregoing provisions of this Section 6.08 for approval 5.20 and that either (A) the requisite number of votes of the Company’s stockholders and such Disqualified Individual’s right Stockholders was obtained with respect to receive the Waived 280G Benefits (the “280G Approval”) or (B) the 280G Approval was not obtained, and, as a result, no Waived 280G Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; made or provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to the Closing Date, the (a) The Company shall have use commercially reasonable efforts to obtain from each Person (eachobtain, prior to the initiation of the requisite shareholder approval procedure under Section 5.10(b) below, a “Disqualified Individual”) waiver of the right to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement receive payments that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), from each Person whom the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 5.10(b), and whom the Company reasonably believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G Payments”) a written agreement (a “of the Code, and the Company shall have delivered each such Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable obtained, to such Disqualified Individual Parent on or before the Closing Date. Notwithstanding the foregoing, this Section 5.10 shall not be deemed apply to payments or benefits that will or may become payable, due or owed pursuant to agreements or arrangements that Parent or any of its Affiliates have provided or agreed to provide to any Company employee or individual contractor, unless Parent has provided accurate and complete copies of such agreements or arrangements or a parachute paymentwritten summary of the material terms thereof to the Company or its counsel within ten (10) days prior to the Closing (any such agreements or arrangements, and accepting in substitution for the Waived Benefits “Parent Arrangements”). (b) Prior to the right Closing, the Company shall use its commercially reasonable efforts to receive obtain the Waived Benefits only if approved approval by the stockholders such number of shareholders of the Company in a manner that complies with as is required by the terms of Section 280G(b)(5)(B) of the Code. In connection with Code so as to render the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all parachute payment provisions of Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to absence of the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver Waivers by the affected Persons in accordance with this Section 6.08 for approval 5.10(a) above, would (in the good faith judgment of the Company’s stockholders and such Disqualified Individual’s right to receive ) otherwise result, separately or in the Waived Benefits shall aggregate, in the payment of any amount and/or the provision of any benefit that would not be conditioned upon receipt deductible by reason of Section 280G of the requisite Code, with such shareholder approval by the Company’s stockholders to be obtained in a manner that complies with which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder; provided, that including Q/A-7 of Section 1.280G-1 of such Treasury Regulations. The Company shall forward to Parent, and allow Parent to review and comment upon, (i) copies of any Section 280G calculations prepared in no event shall connection with the process described in this Section 6.08 be construed 5.10, and (ii) prior to require submission to the Company (or any shareholders of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary copies of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the all Parachute Payment Waivers and seeking the stockholder approval described in other vote-related documents prepared for purposes of complying with this Section 6.08, the Company shall provide the Parent provision and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider any such comments in good faith any changes reasonably requested by the Parent or its counselfaith.

Section 280G. Prior Following the execution of this Agreement and prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain a waiver, from each Person who is reasonably expected to be a “disqualified individual” (eachwithin the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder) with respect to any Group Company or any Blocker (each such Person, a “Disqualified Individual”) to whom ), of that portion of such Disqualified Individual’s payments or benefits that would result in such Disqualified Individual’s receipt of any payment or benefit is required or proposed to be made in connection with “excess parachute payment” (within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2) 280G of the Code and the regulations Treasury Regulations promulgated thereunder thereunder) (collectively, “Section 280G Excess Parachute Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), absent such waiver, and (b) solicit a stockholder vote, pursuant to and in accordance with Section 280G(b)(5)(B) and Treasury Regulation Section 1.280G-1, Q&A-7, (such approval, the extent necessary so that all remaining “280G Approval”), with respect to any such waivers received, of the Excess Parachute Payments subject to such waivers, such that, if such payments and benefits applicable are approved pursuant to the 280G Approval, such Disqualified Individual payments and benefits shall not be deemed a parachute paymentto be Excess Parachute Payments. Prior to the Closing, the Company shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser that the 280G Approval was solicited in conformance with Section 280G of the Code and the Treasury Regulations promulgated thereunder, and accepting in substitution for that either (i) the Waived Benefits requisite 280G Approval was obtained, or (ii) that the right to receive the Waived Benefits only if approved by the stockholders of the Company in 280G Approval was not obtained, and, as a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoingconsequence, the Parent such Excess Parachute Payments shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to not be made or benefits granted or to be granted provided, pursuant to any agreement, arrangement or contract entered into or negotiated the waivers of the Excess Parachute Payments that were executed by the Parent Disqualified Individuals. The Company shall prepare all documents in connection with this Section 8.07, including the parachute payment calculations prepared by the Company and any amendment or its Affiliates supplement thereto (the “Parent Payments280G Documents”), together with all Section and deliver the 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior Documents to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four Purchaser within five (45) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary days prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent The Purchaser and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and shall be given at least three (3) Business Days to review and comment on the 280G Documents before such materials are submitted for 280G Approval, and the Company shall consider in good faith all comments of the Company and its counsel in connection therewith. Notwithstanding the foregoing, to the extent that any changes reasonably requested Contract, agreement, arrangement or plan is entered into by or at the Parent direction of Purchaser, the Surviving Company or its counselany of their Affiliates and a Disqualified Individual prior to the Closing Date (the “Purchaser Arrangements”), the Purchaser shall provide a copy of such Contract, agreement, arrangement or plan to the Company at least ten (10) days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could constitute a “parachute payment” under Section 280G of the Code; provided that the Company’s failure to include any Purchaser Arrangements in the stockholder voting materials described herein that the Purchaser fails to provide to the Company at least ten (10) days before the Closing Date, or because the Purchaser provides materially incomplete or materially incorrect information, will not result in a breach of the covenants set forth in this Section 8.07.

Section 280G. Prior to the Closing Date, the (i) The Company shall use commercially reasonable efforts to obtain and deliver to Parent, prior to the solicitation of the requisite stockholder approval described in Section 6.7(c)(ii) a Section 280G Waiver from each Person (each, who is a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with disqualified individual” (within the transactions contemplated by this Agreement that could constitute “parachute payments” under meaning of Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived BenefitsG”)), as determined immediately prior to the initiation of the solicitation of the requisite stockholder approval as described in Section 6.7(c)(ii), related to certain payments or benefits to be received by such Person in connection with the transactions contemplated by this Agreement to the extent necessary so that all remaining such payments and benefits applicable or benefits, unless the requisite stockholder approval of such parachute payments is obtained pursuant to such Disqualified Individual shall Section 6.7(c)(ii), would not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved deductible by the stockholders of Companies under Section 280G. (ii) As soon as practicable following the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow delivery by the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by Parent of the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase ClosingWaiver, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver to its stockholders for approval in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedany payments and/or benefits that are subject to a Section 280G Waiver, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement such that such Disqualified Individual has with payments and benefits shall not be deemed to be “parachute payments” under Section 280G, and prior to the Company, Effective Time Parent shall deliver to Parent any Subsidiary written consents related to the shareholder approval of any payments and/or benefits that are subject to a Section 280G Waiver. (iii) The form of the Company or Section 280G Waiver and any other Person, and in no event shall the Company (or any of its Affiliates) materials to be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses submitted to waive any such rights despite the Company’s commercially stockholders in connection with seeking the requisite stockholder approval (the “Section 280G Soliciting Materials”) shall be subject to reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve review and approval by Parent. The Company will promptly advise Parent in writing if, at any Waived Benefits. Notwithstanding anything time prior to the contrary in this Section 6.08 or otherwise in this AgreementEffective Time, to the extent Company’s Knowledge, any facts exists that might make it necessary or appropriate to amend or supplement the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated Soliciting Materials in order to make statements contained or incorporated by this Section 6.08 and at least three (3) Business Days reference therein not misleading or to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counselcomply with applicable Law.

Section 280G. No later than two (2) Business Days prior to the Closing Date, the Company 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 each “disqualified individual” (as defined in Section 280G(c) of the Code) who has executed a 280G Waiver to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 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 each such disqualified individual’s right to the payment or other compensation, and the Company shall use commercially reasonable efforts to obtain any required waivers or consents (each, a “280G Waiver”) from the disqualified individuals, and shall provide executed copies of any such 280G Waivers to the Buyer, prior to the vote. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock (the “Voting Stockholders”) of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the Closing Date, the Buyer and its counsel shall be given the right to review and comment on the form of 280G Waiver and all documents required to be delivered to the Company stockholders in connection with such vote (and all supporting calculations and analyses prepared in connection therewith) and the Company shall consider in good faith all of the Buyer’s reasonable comments. Prior to the Closing Date, the Company shall use commercially reasonable efforts deliver to obtain from each Person the Buyer and its counsel notification and evidence reasonably satisfactory to the Buyer that (each, a “a) the requisite Voting Stockholder approval was received for the Disqualified Individual”) to whom any payment or benefit is required or proposed to be made Individuals who executed 280G Waivers in connection conformance with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder thereunder, or (“Section 280G Payments”b) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right requisite Voting Stockholder approval has not been obtained with respect to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments,” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior payable to the Closing Date Disqualified Individuals who executed 280G Waivers, and as a consequence, such payments or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; retained, made or provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel.

Section 280G. Prior to the Closing, the Company shall seek to obtain from each “disqualified individual” (as defined in Section 280G of the Code (together with the Treasury Regulations promulgated thereunder, “Section 280G”)) with respect to the Company who is entitled to receive payments and/or benefits that would constitute “parachute payments” (as defined in Section 280G) in connection with or otherwise related to the transactions contemplated by this Agreement, a waiver of a portion of any such parachute payments or benefits exceeding one dollar less than three times the disqualified individual’s “base amount” (as defined in Section 280G) (the waived payments and benefits shall be collectively referred to as the “Section 280G Waived Payments”); provided, that in no event will this Section 6.15 be construed to require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company or any of its Subsidiaries and in no event will the Company be deemed in breach of this Section 6.15 if any such Person refuses to waive any such rights after the Company has sought to obtain such waiver. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made submit for shareholder approval all Section 280G Waived Payments in connection accordance with the transactions contemplated by this Agreement that could constitute “parachute payments” under terms of Section 280G(b)(2) of 280G (the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived BenefitsVote”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all Section 280G Paymentsother payments and benefits, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code 280G at least seven five (75) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days days prior to the Closing Date (and shall shall, upon request, further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior The determination of which payments or benefits may be deemed to the Securities Purchase Closingconstitute “parachute payments”, the Company shall submit the Waived Benefits form of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; providedwaiver described herein, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and any other stockholder approval materials contemplated to be submitted to the Company’s shareholders in connection with the Section 280G Vote, and the calculations related to Section 280G Waived Payments and any other documentation related to the foregoing shall be subject to advance review and comment by this Section 6.08 and at least three (3) Business Days to review Parent, and the Company shall consider and take into account in good faith any changes reasonably requested reasonable comments made by the Parent or its counselParent.

Section 280G. Prior (a) The Company shall obtain and deliver to Parent prior to the initiation of the requisite stockholder approval procedure under Section 6.6(b), a Parachute Payment Waiver, substantially in the form attached hereto as Exhibit K (the “Parachute Payment Waiver”), from each Person who the Company or Parent reasonably believes could be, with respect to the Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.6(b), and who might otherwise have received, receive or have the right or entitlement to receive a Section 280G Payment (as defined below), to the extent the value thereof equals or exceeds three times such Person’s “base amount” determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the 280G Stockholder Approval (as defined below) is obtained pursuant to Section 6.6(b). (b) At least five (5) Business Days prior to the Closing Date, the Company shall use commercially reasonable efforts submit to obtain from each Person (eachthe Company Stockholders, for approval by such Company Stockholders holding the number of shares of stock required by the terms of Section 280G(b)(5)(B) of the Code, a written consent in favor of a proposal to render the parachute payment provisions of Section 280G of the Code and the regulations thereunder inapplicable to all Section 280G Payments. “Disqualified Individual”) Section 280G Payments” means any payments or benefits provided pursuant to whom Company Employee Plans or other plans, programs, arrangements or Contracts that might reasonably be expected to result, separately or in the aggregate, in the payment of any payment amount or the provision of any benefit is required that causes the payments or proposed benefits to not be made deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code. Prior to delivery of documents to the stockholders in connection with the transactions stockholder approval contemplated by this Agreement Section 6.6(b), the Company shall provide Parent and its counsel with a reasonable opportunity (but, in any event, no less than two (2) Business Days prior to such delivery) to review and approve all documents to be delivered to the stockholders in connection with such stockholder approval, which such approval shall not be unreasonably withheld, conditioned or delayed. Any such stockholder approval shall be sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. Prior to the Closing, the Company shall deliver to Parent written notification and documentation reasonably satisfactory to Parent that could constitute “parachute payments” under (i) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G(b)(2) 280G of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right and the requisite stockholder approval was obtained with respect to receive some or all of such payment or benefit any payments and benefits that were subject to the stockholder vote (the “Waived Benefits280G Stockholder Approval”)) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and benefits shall not be made or provided (or shall be returned) to the extent necessary so that all remaining payments and benefits applicable they would cause any amounts to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with all constitute Section 280G Payments, could reasonably be considered pursuant to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking that were executed by the stockholder approval described in affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code, the Parachute Payment Waivers and the disclosure statement and other stockholder approval materials contemplated by this Section 6.08 and at least three (3) Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or its counsel6.6(b).