Common use of Section 280G Clause in Contracts

Section 280G. 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 who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would 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 expected considered to constitute be “excess parachute payments” within the meaning of Section 280G 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)(B280G(b)(2) of the Code 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 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 SPAC Parent and its counsel with a summary copies of the 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 analysis under Section 4999 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. To the extent necessary that any “disqualified individual” with respect to avoid the application Company or any of its Affiliates (within the meaning of Section 280G 280G(c) of the Code and the applicable final Treasury Regulations regulations thereunder) would receive any payments or benefits that would reasonably be expected to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and rulings the regulations thereunder, then, the Company will (i) no later than five four (54) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable best efforts to obtain waivers from each Person who has such “disqualified individual” a right waiver of such disqualified individual’s rights to any some or all of such payments or benefits as a result of or in connection with (the transactions contemplated by this Agreement “Waived 280G Benefits”) so that would reasonably any remaining payments and/or benefits shall not be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G 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 regulations thereunder), and (bii) following no later than two (2) Business Days prior to the execution of Closing Date, with respect to each individual who agrees to the waivers waiver described in clause (ai), solicit the approval submit to a vote of holders of the stockholders equity interests of the Company of any Waived 280G Benefits pursuant entitled to a vote on such matters (along with adequate disclosure intended to meet satisfy the requirements of Section 280G(b)(5)(B280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable Treasury Regulations thereunderright of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval, which related documents the Company shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval provide drafts of such form shall waivers and disclosure and approval materials to Parent for its review and approval (which approval will not be unreasonably withheld withheld, conditioned or delayed)) no later than four (4) Business Days prior to soliciting such waivers and soliciting such approval. To the extent If any of the Waived 280G Benefits were not fail to be approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or To the extent applicable, prior to the Closing Date, the Company shall deliver to the SPAC Parent evidence reasonably acceptable to Parent that a vote of holders of the stockholders equity interests of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 7.11 and that either (i) the requisite number of votes were of holders of the equity interests of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”), ) or (ii) that the 280G Approval was not obtained, and, as a consequenceresult, the no 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To If any “disqualified individual” (within the extent necessary to avoid the application meaning of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5Code) Business Days prior with respect to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to may receive any payments and/or benefits that, separately or benefits as a result in the aggregate, would reasonably be expected to constitute “parachute payments” pursuant to Section 280G of or the Code in connection with the transactions contemplated by this Agreement (“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 waiver of his or her rights to receive or retain such payments or benefits, to the extent necessary so that would reasonably no such payment or benefit received or retained by the disqualified individual shall be expected to constitute an “excess parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) the 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 applicable Treasury Regulations thereunder Company’s subsidiaries) and a “disqualified individual” (as to which such Person waives his defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or her rights to some or all before the Closing Date (each, a “Parent Arrangement”), Parent shall provide a copy of such payments and/or benefits 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 payments that the Company may calculate or benefits actually waived, determine 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 value (for the meaning purposes of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (bCode) following the execution of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived payments or benefits granted or contemplated therein that could constitute Section 280G Benefits pursuant Payments. If Parent breaches the preceding sentence with respect to a vote intended any Parent Arrangement or provides inaccurate or incomplete information or amounts with respect to meet any Parent Arrangement, then the requirements of Company’s compliance with this Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunder, which related documents 8.9 shall be in a form reasonably satisfactory determined without regard to such Parent Arrangement. Prior 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 DateEffective Time, the Company shall deliver to the SPAC Parent evidence satisfactory to Parent that a vote of the stockholders holders of Company Capital Stock of the Company was solicited in accordance conformance with Section 280G and the foregoing provisions of this Section 7.19 regulations promulgated thereunder with respect to any waived payments or benefits and that either (i) the requisite number of votes were stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Waived 280G Benefits vote of holders of Company Capital Stock (the “280G Stockholder Approval”), or (ii) that the 280G Stockholder Approval was not obtained, and, obtained and as a consequence, the Waived 280G Benefits such waived payments and/or 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 provided to the “disqualified individuals” and extent they would cause any amounts to constitute Section 280G Payments, pursuant to the stockholders waivers of the Company of such waiver and disclosure statementthose payments and/or benefits, respectively, and the Company shall reflect in such waiver and disclosure statement any changes reasonably requested which were executed 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 applicable disqualified individuals prior to the Closing Date, vote of holders of Company Capital Stock (the Company shall provide the SPAC with a summary of the 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 4999 of the Code“280G Stockholder Rejection”).

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, In no later event less than five ten (510) Business Days days prior to the Closing Date, the Company Danube shall (a) use commercially reasonable efforts to obtain waivers prior to the initiation of the equityholder approval procedure described under clause (b) below, a waiver from each Person who has is, with respect to Danube or a right to any payments or benefits as Danube Subsidiary, a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and Code) as of immediately prior to the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all initiation of such payments and/or benefits equityholder approval procedure (such payments each, a “Disqualified Individual”), and who might otherwise have, receive or benefits actually waived, have the right or entitlement to receive a “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 paymentspayment” (within the meaning of Section 280G of the Code and Code), of such Disqualified Individual’s rights to all such payments or benefits (the applicable Treasury Regulations thereunder, “Waived Parachute Payments”) and (b) following submit to the execution required equityholders of the waivers described Danube or a Danube Subsidiary for approval in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet manner that meets the requirements of Section 280G(b)(5)(B) of the Code 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 including Q-7 of Section 1.280G-1 of such form shall not be unreasonably withheld or delayed). To Treasury Regulations, the extent rights of any of such Disqualified Individual to receive 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 providedParachute Payments. On or prior to the Closing Date, the Company Danube shall deliver to the SPAC Amazon (i) evidence of each waiver obtained pursuant to clause (a) above and (ii) evidence that a vote of the stockholders of the Company required equityholders was solicited in accordance with the foregoing provisions of this Section 7.19 7.18 and that either (ix) the requisite number of votes were of the required equityholders was obtained with respect to the Waived 280G Benefits Parachute Payments (the “280G Approval”), or (iiy) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits Parachute Payments have not been and 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 form of the Company of such waiver and waiver, the disclosure statement, respectively, any other materials to be submitted to the required equityholders in connection with the 280G Approval and the Company calculations related to the foregoing shall reflect in such waiver be subject to advance review and disclosure statement any changes reasonably requested approval by the SPAC (provided that the SPAC’s Amazon, which approval of such changes shall not be unreasonably withheld withheld, conditioned or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts endeavors to obtain waivers from each Person “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Company or its Subsidiaries who has a right to any may receive payments or and/or benefits that could constitute “parachute payments” (as a result defined in Section 280G(b)(2) of or 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 reasonably not be expected to constitute “excess parachute payments” within the meaning of 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 the applicable Treasury Regulations thereunder and benefits waived shall be collectively referred to 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 (aWaived Payments”), 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 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 use commercially reasonable efforts to the SPAC evidence that a vote of the stockholders of the Company was solicited submit, accompanied by adequate disclosure, for equityholder approval all Section 280G Waived Payments in accordance with the foregoing provisions terms of this Section 7.19 280G(b)(5)(B) of the Code 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 U.S. Treasury Regulations thereunder. If equityholder approval is 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 promptly, but 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 all events prior to the Closing, deliver to Industrea evidence reasonably satisfactory to Industrea of such approval. Prior to the Closing DateDate and prior to solicitation of equityholder approval, the Company shall provide Industrea with (i) drafts of any waivers and equityholder disclosure documents relating to the SPAC waiver and vote prepared by the Company in connection with a summary this Section 8.5; and (ii) reasonable documentation regarding the determination of the calculations Section 280G Waived Payments. The Company shall consider in good faith any comments made by Industrea prior to obtaining the waivers and related documentation reasonably required to determine whether soliciting the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codevote.

Section 280G. To Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the extent necessary to avoid contrary, if there is a is a “change in the application of Section 280G ownership or control” of the Code and Company, “change in the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior to the Closing Date, effective control” of the Company shall (a) use commercially reasonable efforts to obtain waivers from or a “change in the ownership of a substantial portion of the assets” of the Company, in each Person who has a right to case, within the meaning of Treasury Regulation Section 1.280G-1, Q&A 27-29 and any of the payments or benefits as a result provided or to be provided by the Company or any of its affiliates to Executive or in connection with for Executive’s benefit pursuant to the transactions contemplated by terms of this Agreement that would reasonably be expected to 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 Treasury Regulations thereunder and as to which such Person waives his Sections) or her rights any similar tax imposed by state or local law or any interest or penalties with respect to some or all of such payments and/or benefits taxes (such payments or benefits actually waivedcollectively, the “Waived 280G BenefitsExcise 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) applicable (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 Person so additional payments) been imposed. Notwithstanding the foregoing, if it is later determined that all remaining 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 benefits applicable 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 Person excess amount to the Company. Any payments hereunder shall not be deemed 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 be Covered Payments that could constitute “excess parachute payments” within the meaning of Section 280G of the Code Code, the Shareholder Approval Exemption would apply to the Covered Payments if the requisite shareholder approval is obtained in accordance with the terms 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 conditions of Section 280G(b)(5)(B) of the Code 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 use commercially reasonable efforts to seek the SPAC evidence that a vote requisite shareholder approval of the stockholders Covered Payments such that no Covered Payments would constitute “excess parachute payments.” Any determination required under this Section 9(k), including, but not limited to, whether any payments or benefits are or could be “parachute payments” within the meaning of Section 280G of the Code, shall be reasonably determined by a nationally recognized independent accounting firm, law firm or other advisor selected by 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 ApprovalCalculator”)) who shall provide their determination, or (ii) that together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to Executive. Any determination by the 280G Approval was not obtainedCalculator shall be binding upon the Company and Executive, and, as a consequenceabsent manifest error. For the avoidance of doubt, the Waived 280G Benefits provisions of this Section 9(k) relating to the potential obligation for the Company to make additional payments to Executive shall not be made or provided. The Company shall provide apply when 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 Shareholder Approval Exemption is available 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeCompany.

Section 280G. 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 The Company shall (a) use commercially reasonable efforts to obtain waivers solicit from each Person “disqualified individual” (within the meaning of Section 280G(c) of the Code) who has a right to receive any payments payment or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute a “excess parachute paymentspayment” (within the meaning of Section 280G 280G(b)(2)(A) of the Code and the applicable Treasury Regulations thereunder and as to which Code) a waiver of such Person waives his or her disqualified individual’s rights to some or all of such payments and/or or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable so that the deduction with respect to such Person so that all individual’s remaining payments or benefits applicable to such Person and/or benefits, if any, shall not be deemed to be “excess parachute payments” within limited by the meaning application of Section 280G of the Code and the applicable Treasury Regulations thereunder, any regulations issued thereunder and (b) following prior to the execution of the waivers described in clause (a)Closing Date, solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant with respect to each “disqualified individual” who executes such a waiver submit for a vote intended to meet the requirements of by its stockholders (in accordance with Section 280G(b)(5)(B280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable Treasury Regulations thereunderright of any such “disqualified individual” to receive the Waived 280G Benefits. At least three (3) Business Days prior to soliciting such waivers and approval, which related documents the Company shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval provide drafts of such form shall not be unreasonably withheld or delayed)waivers and approval materials to Buyer for its review and will consider in good faith Buyer’s reasonable comment thereon. To the extent If any of the Waived 280G Benefits were not fail to be approved by pursuant to the stockholders of the Company as contemplated aboveabove stockholder vote, such Waived 280G Benefits shall not be made or provided. On or prior Prior to the Closing DateClosing, the Company shall deliver to the SPAC Buyer evidence reasonably acceptable to Buyer that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 6.5 and that either (i) the requisite number of votes were of the stockholders of the Company 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 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Dateapplicable, the Company shall (a) use commercially reasonable efforts to obtain waivers solicit from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right to any payments or and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected deemed to constitute “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunder and as Code, a waiver of such Person’s right to which such Person waives his or her rights to some or all of any such payments and/or benefits (such payments or benefits actually waivedbenefits, the “Waived 280G Benefits”) applicable to such Person so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and (the applicable Treasury Regulations thereunder“Waived 280G Benefits”), and (b) following for all such obtained waivers, submit for approval to the execution of requisite shareholders the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant Benefits, to a vote intended to meet the requirements of Section extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and Code. No later than five (5) Business Days before the applicable Treasury Regulations thereunderClosing Date, which related documents the Company shall be in a form reasonably satisfactory provide to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld Buyer or delayed). To the extent any its counsel drafts of the Waived 280G Benefits were not approved consent, waiver, disclosure statement and calculations necessary to effectuate the approval process for review by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made Buyer or providedits counsel. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC Buyer evidence that (x) a vote of the stockholders requisite shareholders was received in conformance with Section 280G of the Company was solicited in accordance with Code and the foregoing provisions of this Section 7.19 and that either regulations thereunder, or (iy) the such requisite number of votes were shareholder approval has not been obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtainedBenefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be made paid or provided. The Company Notwithstanding the foregoing, to the extent that any Contract, agreement or plan is entered into or negotiated by Buyer or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), Buyer shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior toContract, and in no event later than two agreement or plan to the Company at least ten (210) Business Days prior to, delivery before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the “disqualified individuals” and value (for the stockholders purposes of Section 280G of the Company Code) of such waiver and disclosure statementany payments or benefits provided, respectivelygranted or contemplated therein, and which may be paid, provided or granted in connection with the Company shall reflect transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided that, 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 Dateevent, the Company shall provide Company’s failure to include the SPAC with Buyer Arrangements in the stockholder voting materials described herein as a summary result of Buyer not fulfilling its obligations under this Section 6.15 will not result in a breach of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code6.15.

Section 280G. 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 Notwithstanding anything contained in this Employment Agreement to obtain waivers from each the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the Company, any Person who has acquires ownership or effective control of the Company or ownership of a right to any payments or benefits as a result substantial portion of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” Company’s assets (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person waives his regulations thereunder), or her rights to some or all any affiliate of such payments and/or benefits Person, whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise (such payments or benefits actually waived, the “Waived 280G BenefitsPayments”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunderCode), 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 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 if (ii) that such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including 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, the Company shall provide the SPAC with a summary of the 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 excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to the maximum amount that could be paid without any Payments being subject to the Excise Tax, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time. In applying these principles, any reductions shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

Section 280G. To Notwithstanding any other provision of this Agreement or any other agreement between Company and Employee, in the extent necessary event that any payment or benefit received or to avoid be received by Employee from Company (collectively with all other such payments and benefits, the application "Total Payments") would not be deductible, in whole or in part, by Company as a result of Section 280G of the Internal Revenue Code and of 1986, as amended (the applicable final Treasury Regulations and rulings thereunder"Code"), no later than five (5) Business Days prior then, to the Closing Dateextent 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 (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits have waived at such time and in such manner as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected not to constitute “excess parachute payments” 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 Company 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 reasonably accepted by Employee (such payments or benefits actually waived"Tax Counsel"), the “Waived 280G Benefits”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall does not be deemed to be “excess constitute a "parachute payments” payment" within the meaning of Section 280G of the Code and Code, including by reason of Section 280G(b)(4)(A) of the applicable Treasury Regulations thereunderCode, and (biii) following the execution benefits payable under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in the preceding clauses (i) or (ii)) in their entirety are not, in the opinion of Tax Counsel, subject to disallowance as deductions by reason of Section 280G of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits Code. If it is established pursuant to a vote intended final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of Employee and Company in applying the terms of this Section 3(h), the Total Payments paid to meet or for Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to excise tax under Section 280G of the requirements Code, then, if, in the 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 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 (2) interest on such amount at the rate provided in Section 280G(b)(5)(B1274(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 the applicable Treasury Regulations thereunder(y) a dollar-for-dollar reduction in Employee's taxable income and employment taxes, which related documents Employee shall be in a form reasonably satisfactory obligated to pay Company, upon demand, an amount equal 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, the Company shall provide the SPAC with a summary of the 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 excise tax imposed under Section 4999 of the CodeCode (if the Internal Revenue Service asserts such amount should have been withheld by the Company) and any penalties or fines 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. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no No later than five ten (510) Business Days prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain waivers request from each Person who has person (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement Transactions that would reasonably be expected to could constitute “excess parachute payments” within under Section 280G(b)(2) of the meaning of Code (“Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which Payments”) execute a waiver agreement providing that such Person waives Disqualified Individual has waived his or her rights right to receive some or all of such payments and/or benefits payment or benefit (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable ), to such Person the extent necessary so that all remaining payments or and benefits applicable to such Person Disqualified Individual shall not be deemed to be “excess a parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunderpayment, and (b) following the execution of the waivers described accepting 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 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 substitution for the Waived 280G Benefits were not the right to receive the Waived Benefits if and only if approved by the stockholders of the Company as contemplated abovein a manner that complies with Section 280G(b)(5)(B) of the Code. No later than three (3) Business Days prior to the Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 7.09 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. The Company shall provide NAC and its counsel with a copy of the Section 280G Benefits calculations, as well as any waiver agreement, the disclosure statement and the stockholder consent contemplated by this Section 7.09 within a reasonable time prior to delivery to each Disqualified Individual and the stockholders of the Company of such waiver agreement, disclosure statement and stockholder consent, respectively, and the Company shall not be made consider in good faith any changes reasonably requested by NAC or providedits counsel. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC NAC and its counsel evidence reasonably acceptable to NAC and its counsel that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 7.09 with respect to the Waived Benefits pursuant to such waiver and that either (ia) the requisite number of votes were of the stockholders of the Company was obtained with respect to the such Waived 280G Benefits (the “280G Approval”), ) or (iib) that the 280G Approval was not obtained, and, as a consequence, the such 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid that any “disqualified individual” (within the application meaning of Section 280G 280G(c) of the Code and the applicable final Treasury Regulations regulations thereunder) has the right to receive any payments or benefits that may constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and rulings the regulations thereunder), no later than five then, the Company will: (5a) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to solicit and obtain waivers from each Person who has such “disqualified individual” a right waiver of such disqualified individual’s rights to any some or all of such payments or benefits as a result of (the “Waived 280G Benefits”) so that any remaining payments or in connection with the transactions contemplated by this Agreement that would reasonably benefits shall not be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G 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 regulations thereunder, ); and (b) following prior to the execution of the waivers Closing Date, with respect to each individual described in clause (a), solicit the approval submit to a vote of holders of the stockholders equity interests of the Company of any Waived 280G Benefits pursuant entitled to a vote intended to meet on such matters, in the requirements of manner required under Section 280G(b)(5)(B280G(b)(5) of the Code and the applicable Treasury Regulations regulations promulgated thereunder, which related documents shall be in a form reasonably satisfactory along with adequate disclosure intended to the SPAC satisfy such requirements (provided that the SPAC’s approval including Q&A 7 of Section 1.280G-1 of such form shall not be unreasonably withheld or delayedregulations). To , the extent right of any of such “disqualified individual” to receive the Waived 280G Benefits were not approved by Benefits. Prior to soliciting such waivers and approval, the stockholders Company shall (i) provide drafts of such waivers and stockholder approval materials to Parent for its reasonable review and approval, and (ii) provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 4.7 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Company as contemplated above, such Waived 280G Benefits shall not be made or providedCode. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC Parent 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) whether the requisite number of votes were vote was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was vote did not obtained, and, as a consequence, pass and the Waived 280G Benefits shall will not be made paid 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Coderetained.

Section 280G. To Prior to the extent necessary to avoid Closing, the application of Company shall (i) solicit from any Person who is a “disqualified individual,” as defined in Section 280G of the Code Code, of any Group Company 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 who has a right to any payments or benefits as a result of or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement consummation of the Transactions that would reasonably be expected deemed to constitute “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which Code, a waiver of such Person waives his or her Person’s rights to some or all of such payments and/or benefits (any such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so to the extent that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and (the applicable Treasury Regulations thereunder, “Waived 280G Benefits”) and (b) following the execution of the waivers described in clause (aii), solicit the if such waiver is obtained from any disqualified individual, submit for approval of to the stockholders of the applicable Group Company of any the Waived 280G Benefits pursuant 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 a vote intended seeking any waiver or approval, the Company shall deliver to meet the requirements 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 applicable Treasury Regulations promulgated thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form . The Group Companies shall not be unreasonably withheld or delayed). To the extent pay any of the Waived 280G Benefits were if such payment is not approved by the stockholders of the applicable Group Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC Buyer evidence satisfactory to the Buyer that a vote of the stockholders was received in conformance with Section 280G of the Company was solicited in accordance with Code and the foregoing provisions of this Section 7.19 and regulations thereunder, or that either (i) the such requisite number of votes were stockholder approval has not been obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtainedBenefits, and, as a consequence, the Waived 280G Benefits have not been and 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To As promptly as reasonably practicable after the extent 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 avoid accurately calculate any excise tax due under Section 4999 of the application 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 Code) (“Excise Taxes”) and the applicable final Treasury Regulations 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 Company necessary to calculate the Excise Taxes and rulings thereunderDeduction Losses. The Company shall use commercially reasonable efforts to seek waivers from any “disqualified individuals,” pursuant to which such individuals will waive 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) (“Waived Payments”) unless and until shareholder approval of the Waived Payments is received in accordance with Section 280G of the Code. To the extent such waivers are obtained, no later the Company shall, not less than five three (53) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 submit to a vote intended to meet stockholder vote, in a manner that satisfies the stockholder approval requirements of under Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations promulgated thereunder, which related documents the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive the Waived Payments. Such vote shall be in a form reasonably satisfactory establish the disqualified individual’s right 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 Payments if approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or providedSeller. On or prior to the Closing DateIn addition, the Company shall deliver provide adequate disclosure to the SPAC evidence that a vote Seller of 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 stockholders Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 Code and that either regulations promulgated thereunder. At least three (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 (23) Business Days prior to, delivery 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 individuals” and the stockholders of the Company of such waiver and disclosure statement, respectivelyindividual waivers, and the Company shall reflect in such waiver all comments of the Buyer or its counsel thereon. Buyer and disclosure statement any changes reasonably requested its counsel shall be provided copies of all documents executed by the SPAC (provided that stockholders and disqualified individuals in connection with 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codevote.

Section 280G. To Following the extent necessary date of this Agreement, the Parties and their respective counsel shall work in good faith to avoid determine (i) whether the application of Section 280G consummation 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 who has Combination will constitute a right to any payments “change in ownership or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentscontrol” within the meaning of Section 280G of the Code of either Corix or SWWC, and (ii) whether and to what extent any payments or benefits that are required or proposed to be made to any SWWC Personnel or Corix Water Personnel, as applicable, in connection with the 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 “Section 280G Payments”, and any such individuals, the “Disqualified Individuals”). Corix or SWWC, as applicable Treasury Regulations thereunder and as depending on the results of the immediately preceding sentence (the “280G Entity”), shall seek to which obtain a waiver from each Disqualified Individual (a “Parachute Payment Waiver”) waiving any such Person waives his or her rights Disqualified Individual’s right to receive some or all of such payments and/or benefits Section 280G Payments (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable ), to such Person the extent necessary so that all remaining payments or and benefits applicable to such Person Disqualified Individual shall not be deemed to be “excess a parachute payments” 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 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)payment. No later than seven ten (710) Business Days prior to the Closing Date, the Company 280G Entity shall provide submit the SPAC with Waived Benefits, if any, of each Disqualified Individual who executed a summary Parachute Payment Waiver for approval of the calculations applicable equityholders of the 280G Entity entitled to vote on such matter and related documentation reasonably required such Disqualified Individual’s right to determine whether receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the equityholders of the 280G Entity entitled to vote on such matter in a manner that is intended to comply with Section 280G(b)(5)(B) of the Code and the Treasury Regulations. Prior to obtaining the Parachute Payment Waivers and seeking the equityholder approval described in this Section 7.19 is necessary in order to avoid 7.13, the imposition 280G Entity shall provide the other Party and its counsel with copies of Taxes the 280G Entity’s analysis under Section 4999 280G of the Code, true, correct and complete copies of the duly executed Parachute Payment Waivers, and the disclosure statement and equityholder solicitation materials contemplated by this Section 7.13 and provide at least five (5) Business Days to review the same, and the 280G Entity shall consider in good faith incorporating any changes reasonably requested by the other Party or their counsel.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderThe Company shall promptly, but, in any event, no later than five two (52) Business Days prior to the Closing DateEffective Time, submit for approval by the Company Stockholders by the requisite vote (and in a manner satisfactory to Parent), by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (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 Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a vote of Company 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 (b) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the vote of the Company Stockholders (the “280G Waivers”). Prior to soliciting the 280G Approval, the Company shall (a) use commercially reasonable efforts obtain and deliver to obtain waivers Parent a 280G Waiver from each Person who has the Company reasonably believes is, with respect to the Company, a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code Code) and who has received or could otherwise receive or have the applicable Treasury Regulations thereunder and as right or entitlement 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 receive any Section 280G of Payments. Prior to obtaining the Code and the applicable Treasury Regulations thereunder, and (b) following the execution of the waivers 280G 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 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 Dateprevious sentence, the Company shall deliver provide, or cause to the SPAC evidence that be provided, to Parent a vote draft of all solicitation and related documents (including any calculations of the stockholders of the Company was solicited Section 280G Payments) contemplated 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”)5.04, or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedincluding any disclosure documents. The Company shall provide the SPAC with a copy of incorporate any reasonable comments into 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 documents that are timely made 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeParent.

Section 280G. To Prior to the Closing Date, to the extent necessary required to avoid the application imposition of Taxes under Section 4999 of the Code and/or the loss of deductions under Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderCode, no later than five (5) Business Days prior to the Closing Datein each case, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right with respect to any payments payment or benefits as a result of or benefit due in connection with the transactions contemplated by this Agreement (including, without limitation, upon the occurrence of an event after the Closing Date), the Company shall deliver to its stockholders a disclosure statement that would reasonably satisfies the stockholder approval requirements of Section 280G(b)(5)(B) of the Code, soliciting the consent of its stockholders for the payments and benefits due in connection with the transactions contemplated hereby, as disclosed therein. Prior to soliciting the consent of its stockholders, the Company shall solicit, and use commercially reasonable efforts to obtain, from each “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) who has the right (even if contingent) to receive any payments or benefits that, individually or in the aggregate, could be expected deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), a waiver of such disqualified individual’s rights to some or all of such payments and/or benefits to the extent such payments and/or benefits are not approved by the stockholders of the Company, so that any remaining payments and/or benefits will not be deemed to be “excess parachute payments” (within the meaning of Section 280G 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 regulations thereunder) (such payments and/or benefits (such payments or benefits actually benefits, solely to the extent waived, the “Waived 280G Waived Benefits”). At least five (5) applicable Business Days prior to soliciting the waivers from the disqualified individuals and the consent of its stockholders, the Company shall provide the analysis under Section 280G of the Code, the waivers and the disclosure and approval materials to Plum for its review and comment. The Company shall consider Plum’s reasonable comments in good faith. If any potential parachute payment results from any contract, agreement, or plan being provided by Plum or any of its Affiliates (the “Plum Arrangements”), then Plum shall provide the Company with the material terms of such Person so that all remaining payments Plum Arrangement (to the extent the Company does not have knowledge of such material terms) at least eight (8) Business Days before the Closing Date and shall cooperate with the Company in good faith to calculate or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within determine the meaning value (for the purposes of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (bCode) 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 payments or benefits granted or contemplated in the requirements of Section 280G(b)(5)(B) of the Code 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)Plum Arrangements. To the extent If any of the Waived 280G Waived Benefits were not fail to be approved by the stockholders of the Company as contemplated above, such Waived 280G Waived Benefits shall will not be retained by or made or provided. On or provided to the “disqualified individual.” To the extent applicable and solely with respect to the 280G Waived Benefits, prior to the Closing Date, the Company shall deliver to the SPAC Plum evidence reasonably acceptable to Plum that a vote of the Company’s stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 7.06 and that either (ia) the requisite number of votes were of the Company’s stockholders was obtained with respect to the Waived 280G Waived Benefits (the “280G Approval”), or (iib) that the 280G Approval was not obtained, and, as a consequenceresult, the Waived no 280G Waived Benefits shall not be were retained, 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings 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 (ai) 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 who is a “disqualified individual” within the meaning of Section 280G and who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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 thereunderCode), and (bii) following the execution of the waivers described in clause (ai), solicit the approval of the stockholders necessary equityholders of the Company Group Companies of any Waived 280G Benefits pursuant to a vote intended to meet that meets the requirements of Section 280G(b)(5)(B) of the Code and the applicable 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 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), and shall accept all reasonable and timely comments made thereto by Purchaser. 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 Prior to the Closing Date, the Company shall deliver to the SPAC Purchaser evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 ‎Section 6.25 and that either (iA) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (iiB) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Notwithstanding the foregoing, (x) in no event shall this Section 6.25 be construed to require the Company shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, to compel any person to waive any existing rights and in no event later than two shall the Company be deemed in breach of this Section 6.25 if any such person refuses to waive any such rights and (2y) Business Days prior to, delivery any Section 280G analysis and/or disclosure shall only include information regarding arrangements entered into with Purchaser or its Affiliates to the “disqualified individuals” and the stockholders of extent such arrangements have been disclosed to 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codedate any waivers have been obtained.

Section 280G. To As soon as reasonably practicable following the extent necessary to avoid the application date of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderthis Agreement, but in no event later than five three (53) Business Days prior to the Closing Date, the Company shall use its best efforts to (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected deemed to constitute “excess parachute payments” within the meaning of Section 280G 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 and/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 thereunderCode), 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 extent and in the manner required under Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the applicable Treasury Regulations thereunder, which related documents Company shall provide copies of such waivers and such stockholder approval materials to the Buyer. Buyer shall be in provided with a form reasonably satisfactory reasonable period of time to the SPAC (review and comment on such waivers and such stockholder approval materials, provided further that the SPAC’s approval of such form Company shall not be unreasonably withheld or delayed)consider any comments provided by the Buyer in good faith. To the extent any of the Waived 280G Benefits were not approved by the stockholders equity holders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC Buyer evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 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 Company Seller Indemnitors shall provide indemnify Buyer for any deductions of the SPAC with a copy Group Companies disallowed pursuant to Section 280G 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” Code and the stockholders applicable final Treasury Regulations and rulings thereunder. The value of the Company of such waiver and disclosure statement, respectively, and the Company any deductions indemnifiable hereunder 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, the Company shall provide the SPAC with calculated assuming a summary of the 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 4999 of the Code40% tax rate.

Section 280G. 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 Each Subject Company shall (a) will use commercially reasonable efforts to obtain waivers secure from each Person who has is a right “disqualified individual” as defined in Section 280G(c) of the Code (each, a “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would reasonably be expected to could constitute “excess parachute payments” within under Section 280G(b)(2) of the meaning Code (“Section 280G Payments”) a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual will not be deemed parachute payments, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of such Subject Company in a manner that complies with Section 280G(b)(5)(B) of the Code (the “280G Stockholder Approval”). Prior to the Closing, each Subject Company will submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 11.7 for approval of such Subject Company’s equityholders and such Disqualified Individual’s right to receive the Waived Benefits will be conditioned upon receipt of the requisite approval by such equityholders in a manner that complies with Section 280G(b)(5)(B) of the Code; provided, in no event will this Section 11.7 be construed to require such Subject 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 Sellers, such Subject Company or any other Person, and in no event will such Subject Company (or any of its Affiliates) be deemed in breach of this Section 11.7 if any such Disqualified Individual refuses to waive any such rights or if such equityholders fail to approve any Waived Benefits. Within a reasonable time prior to seeking any waiver of the Waived Benefits and the 280G Stockholder Approval, the Subject Company will provide Purchaser’s counsel with a copy of the waiver agreement, the disclosure statement, equityholder consent and calculations prepared in connection with the actions contemplated by this Section 11.7 and such Subject Company will consider in good faith any changes reasonably requested by 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 and the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all Code) of such payments and/or benefits (such any payments or benefits actually waivedgranted or contemplated therein, that may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “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 paymentspayment” within the meaning of under Section 280G of the Code and the applicable Treasury Regulations thereunderCode; provided that, 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 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 aboveevent, such Waived 280G Benefits shall not be made or provided. On or prior Subject Company’s failure to include the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited Purchaser Arrangements 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 Stockholder Approval was materials described herein, for any reason, will not obtained, and, as result in 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 breach 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code11.7.

Section 280G. To the extent necessary to avoid the application of If any “disqualified individual” (as defined under Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5Code) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or and/or benefits as a result of that may, separately or in connection with the transactions contemplated by this Agreement that would aggregate, reasonably be expected to constitute cause there to be “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder regulations promulgated thereunder) (the “280G Payments”), then, at least three (3) Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (i) obtain from such person a written waiver (in form and as substance reasonably satisfactory to which Buyer) of such Person waives his or her person’s rights to some or all of such payments and/or benefits 280G Payments (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person person so that all such remaining payments or and/or benefits applicable to such Person person shall not be deemed to be “excess parachute payments” within the meaning of that would not be deductible under 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 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 unless otherwise approved by the stockholders of the Company as contemplated abovedescribed in this Section 5.4) and (ii) receive the approval of its stockholders who are entitled to 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 “280G Disclosure”) (such vote referred to as the “280G Stockholder Vote”); provided, that in no event shall this Section 5.4 be construed to require the Company (or any of its Affiliates) (i) to compel any disqualified individual to waive any existing rights under any Contract or agreement that such disqualified individual has with the Company or any of its Subsidiaries or any other Person 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 5.4 if any such Disqualified Individual refuses to waive any such rights or if the stockholders fail to approve any Waived 280G Benefits. 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 comment and approval of Buyer (such approval not to be made unreasonably withheld, conditioned or provideddelayed). On or prior 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 Buyer written certification that either (ia) the requisite number of votes were 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to the Waived any 280G Benefits (Payments that were subject to the “280G Approval”)Stockholder Vote, or (iib) that the Stockholder approval of any 280G Approval Payments was not obtained, and, obtained and as a consequence, the Waived such 280G Benefits Payments shall not be made or providedprovided to any affected individual. The Company shall provide Company’s failure to include arrangements entered into by Buyer or its Affiliates with any disqualified individual that could not be deductible by Section 280G of the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, and Code (determined without regard to Section 280G(b)(4)(A)) in no event later than two (2) Business Days prior to, delivery the stockholder voting materials described herein because Buyer or its Affiliates fail to the “disqualified individuals” and the stockholders of notify 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 arrangements a reasonable period prior to the Closing Date, the Company shall provide the SPAC with will not result in a summary breach of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code5.4.

Section 280G. 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 The Company shall (a) use commercially reasonable efforts to obtain waivers from request that each Person who has (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would could constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) execute a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments 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, 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 Parent or its Affiliates (“Parent Payments”), together with all Section 280G Payments, could reasonably be expected considered to constitute be “excess parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code at least twenty (20) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the applicable Treasury Regulations thereunder and as Closing Date). Prior to which such Person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waivedthe Closing, the “Company shall submit 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 Benefits of each Disqualified Individual who has executed a waiver in accordance with this 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 5.05 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 Company of any Waived 280G Benefits pursuant to requisite approval by the Company’s stockholders in a vote intended to meet the requirements of manner that complies with Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory Code. Notwithstanding anything to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld contrary in this Section 5.05 or delayed). To otherwise in this Agreement, to the extent any Parent has provided materially inaccurate information, or the Parent’s omission of the Waived 280G Benefits were not approved by the stockholders of the Company as contemplated aboveinformation has resulted in materially inaccurate information, 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 any Parent Payments, there shall be no breach of the Waived 280G Benefits (covenant contained herein to the “280G Approval”), extent caused by such materially inaccurate or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedomitted information. The Company shall provide the SPAC Parent and its counsel with a copy of such the waiver agreement and the disclosure statement within a reasonable time prior to, and in no event later than two (2) contemplated by this Section 5.05 at least three Business Days prior to, to delivery to the “disqualified individuals” each Disqualified Individual and the stockholders of the Company of such waiver agreement and disclosure statement, respectively, and the Company shall reflect consider in such waiver and disclosure statement good faith any changes reasonably requested by the SPAC (provided that the SPAC’s approval of such changes shall not be unreasonably withheld Parent or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Codeits counsel.

Section 280G. 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 If any Person who has is a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the applicable Department of Treasury Regulations thereunder regulations promulgated thereunder) may receive any payment(s) or 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 which 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 may be received by such Person waives his or her rights to some or all of disqualified individual(s) and shall submit such payments and/or benefits (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 or and 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” under Section 280G 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 applicable Department of Treasury Regulations regulations promulgated thereunder, and (b) following to the execution extent required to avoid the imposition of a Tax by virtue of the waivers described in clause (a), solicit the approval operation of Section 280G and/or 4999 of the stockholders Code and to accept in substitution therefor the right to receive such payments only if approved by the shareholders of the Company of any Waived 280G Benefits pursuant to in a vote intended to meet the requirements of manner that complies with Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations regulations promulgated thereunder, which related documents . Each such Parachute Payment Waiver shall be in a form reasonably satisfactory to identify the SPAC (provided specific waived payments and benefits and shall provide that the SPAC’s if such stockholder approval of such form shall is 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 aboveobtained, such Waived 280G Benefits payments and benefits shall not be made and such Person shall have no right 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 entitlement 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codethereto.

Section 280G. To The Company and Employee hereby acknowledge that (i) the extent necessary Company has engaged Aon Rewards Solutions (“Aon”), as a Valuation Advisor, to avoid provide the application of calculations and determination under Section 280G of 12 that would have been made by the Code and Tax Counsel, based on information provided by the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior Company with respect to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of received or to be received by Employee (including, without limitation, any payment or benefits received in connection with the transactions contemplated Merger, other Change of Control, or Employee’s termination of employment, whether pursuant to the terms of this Agreement, the Employment Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments or benefits collectively referred to herein as the “280G Payments”), and (ii) that such calculations and determinations have been reviewed by Deloitte Tax LLP (“Deloitte”) with respect to the 280G Payments, and the payments referenced in this Agreement reflect such review and the Parties’ desire to avoid the applicability of 280G regarding any payments made to Employee under this Agreement. Based on the calculations and determinations of Aon, and the review of such calculations and determinations of Deloitte, and based solely on the information provided to Aon and Deloitte by the Company, the Parties reasonably believe that would reasonably be expected to the 280G Payments, individually or in the aggregate, should not constitute “excess parachute payments” within the meaning of Section 280G of the Code and Code. Such conclusion could be subject to change if any additional information regarding any 208G Payments is later discovered. However, notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all contrary, (x) if any 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 Payments do constitute "parachute payments” " within the meaning of Section 280G of the Code and would, but for this Section 2.8, be subject to the applicable Treasury Regulations thereunderexcise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax") and (by) following if the execution 280G Payments are subject to reduction pursuant to Section 12(a) of the waivers described in clause Employment Agreement, then the 280G Payments shall be reduced (a), solicit but not below zero) to the approval minimum extent necessary to ensure that no portion of the stockholders of the Company of any Waived 280G Benefits pursuant Payments is subject to the Excise Tax. The 280G Payments shall be reduced in a vote intended to meet manner that maximizes Employee’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 280G(b)(5)(B) 409A of the Code Code, and the applicable Treasury Regulations thereunderwhere two economically equivalent amounts are subject to reduction but payable at different times, which related documents such amounts shall be reduced on a pro rata basis but not below zero. Employee shall reimburse the Company for such portion of the 280G Payments as is necessary to avoid being subject to the Excise Tax in a form reasonably satisfactory to manner determined by the SPAC (provided Company, that is consistent with the requirements of Section 409A of the Code; provided, however, for clarity, that the SPAC’s approval amount of such form shall reimbursement will not be unreasonably withheld or delayed). To exceed the extent amount of any of reduction in 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 Payments 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code2.8.

Section 280G. To Prior to the extent necessary Closing, the Company shall seek to avoid the application of obtain from each “disqualified individual” (as defined in Section 280G of the Code and (together with the applicable final Treasury Regulations and rulings 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 later than five (5) Business Days prior 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 submit for shareholder approval all Section 280G Waived Payments in accordance with the terms of Section 280G (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in the “Section 280G Vote”). In connection with the transactions contemplated foregoing, 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 this Agreement that would Parent together with all other payments and benefits, could reasonably be expected to constitute considered “excess parachute payments” within the meaning of Section 280G 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 at least five (such payments or benefits actually waived, the “Waived 280G Benefits”5) 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 and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory days prior to the SPAC Closing Date (provided that the SPAC’s approval of and shall, upon request, further provide any 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 updated information as contemplated above, such Waived 280G Benefits shall not be made or provided. On or is reasonably necessary prior to the Closing Date). The determination of which payments or benefits may be deemed to constitute “parachute payments”, the Company shall deliver form of waiver described herein, the disclosure statement and any other materials to be submitted to the SPAC evidence that a vote of the stockholders of the Company was solicited Company’s shareholders in accordance connection with the foregoing provisions of this Section 7.19 280G Vote, and that either (i) the requisite number of votes were obtained with respect calculations related to Section 280G Waived Payments and any other documentation related 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 foregoing shall not be made or provided. The Company shall provide the SPAC with a copy of such waiver subject to advance review 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, respectivelycomment by Parent, and the Company shall reflect consider and take into account in such waiver and disclosure statement good faith any changes reasonably requested reasonable comments made 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeParent.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code STPK 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 who has a right to any payments or benefits as a result of or agree in connection with good faith that the transactions contemplated by this Agreement that would reasonably be expected to constitute a “excess parachute paymentschange in control event” within the meaning of Section 280G of the Code Code, the Company shall (a) prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the applicable Treasury Regulations thereunder and as to which 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 Person waives his or her disqualified individual’s rights to some or all of such payments and/or or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining no payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G 280G(b)(1) of the Code) and (b) prior to the Closing Date submit to a Company shareholder vote (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 applicable Treasury Regulations thereunderright 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, form of waiver and shareholder consent (including adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii)) to STPK for its review and comment no later than three (3) days prior to soliciting such waivers and soliciting such approval, and (b) following the execution Company shall consider in good faith any comments provided by STPK. If any of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC STPK evidence that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.19 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 who has a right With respect to any payments payment or benefits as a result of benefit retained or received, in whole or in part, in connection with the transactions contemplated by this Agreement that Agreement, (a) following the date of this Agreement, and prior to soliciting the stockholder vote described in sub-clause (b) below, the Company shall solicit from each individual who is or would reasonably be expected to constitute be, as of the Effective Time, a “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may receive payments and benefits that could be deemed a “parachute payment” (as defined in Section 280G(b)(2) of the Code) (“Section 280G Payments”) a waiver of such individual’s rights to some or all of the Section 280G Payments (the “Waived 280G Payments” and, each such waiver, a “280G Waiver”) so that all remaining Section 280G Payments, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code Code), and (b) prior to the applicable Treasury Regulations thereunder and as Closing Date, with respect 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 each individual who provides a duly executed 280G Benefits”Waiver, submit to a stockholder vote (in compliance with Section 280G(b)(5)(B) 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 regulations thereunder, and (b) following the execution of the waivers described in clause (a), solicit the approval of the stockholders of the Company right of any such “disqualified individual” to retain or receive the Waived 280G Benefits pursuant Payments. The Company shall take all actions necessary to comply with the requirements of the exemption provided under Section 280G(b)(5)(B) of the Code, including by (i) soliciting any necessary 280G Waivers and (ii) preparing, and causing to be sent to the Company’s stockholders, a vote intended disclosure document including relevant information (and underlying calculations) with respect to meet this Agreement and the transactions contemplated by this Agreement meeting the requirements of Section 280G(b)(5)(B) of the Code 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“Company Disclosure Document”). To the extent any of the Waived 280G Benefits were not approved by the stockholders The Company shall deliver a draft of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or Disclosure Document to Parent no later than ten (10) Business Days prior to the Closing DateDate and, as promptly as reasonably practicable following such delivery, Parent shall provide the Company its comments, if any regarding the Company Disclosure Document, including those portions relating to the Section 280G Payments, and the Company shall consider in good faith such comments of Parent. At least three (3) Business Days prior to the Effective Time, the Company shall deliver to the SPAC Parent notification and evidence reasonably satisfactory to Parent that a vote of the Company’s stockholders of the Company was solicited in accordance conformance with Section 280G(b)(5)(B) of the foregoing provisions of this Section 7.19 Code and that the regulations promulgated thereunder with respect to the Waived 280G Payments and either (ix) the requisite number of votes were approval was obtained with respect to the Waived 280G Benefits Payments (the “280G Stockholder Approval”), ) or (iiy) that the 280G Stockholder Approval was not obtained, obtained and, as a consequence, the such Waived 280G Benefits Payments 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 On or prior to the Closing thirtieth (30th) day following the date hereof (the “280G Calculation Date”), the Company shall will provide to the Parent calculations (aand all relevant backup materials) use commercially reasonable efforts done by Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP or another firm acceptable to obtain waivers from each Person who has a right Parent (the “280G Calculations”) with respect to any the amount of payments and benefits which have been, will or benefits as a result of or may be received in connection with the transactions contemplated by this Agreement that would (or which may be deemed under the applicable regulations to have been received in connection with such transactions) and which could reasonably be expected to constitute “excess parachute payments” within subject to the meaning of restriction on deductions imposed under Section 280G of the Code and the applicable Treasury Regulations promulgated thereunder (the “280G Arrangements)”; provided, that, with respect to any 280G Arrangements that are entered into after the date hereof and as prior to the Closing, the applicable 280G Calculations will be provided to Parent no later than the later of (i) the 280G Calculation Date and (ii) the seventh (7th) Business Day following the date on which such 280G Arrangement is entered into. Prior to the Closing, the Company and each of its Subsidiaries shall use reasonable best efforts to seek, prior to the initiation of the equityholder approval procedure described below in this Section 7.06, from each Person waives his to whom any payment or her rights benefit will or could be made that could reasonably constitute “parachute payments” under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder (“Section 280G Payments”), a written agreement waiving such Person’s right to receive some or all of such payments and/or benefits payment or benefit (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable ), to such Person the extent necessary so that all remaining payments or and benefits applicable to such Person shall not be deemed a parachute payment subject to be “excess parachute payments” within the meaning of deduction restrictions imposed by Section 280G of the Code, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations issued thereunder. Prior to the Closing, the Company and (b) following the execution each of the waivers described in clause (a), its Subsidiaries shall use its reasonable best efforts to solicit the approval by such number of the stockholders equityholders of the Company of any Waived 280G Benefits pursuant to in a vote intended to meet manner that complies with the requirements terms of Section 280G(b)(5)(B) of the Code 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 including Q-7 of Section 1.280G-1 of such form shall not be unreasonably withheld or delayed). To the extent any Treasury Regulations, of the Waived 280G Benefits were not approved by right of each Person described in this Section 7.06 who has executed the stockholders of the Company waiver described therein to receive or retain, as contemplated aboveapplicable, such Person’s 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 providedBenefits. The Company shall provide Parent for its reasonable review and comment advance copies of all documents and communications by which it intends to seek 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote approvals described in this Section 7.19 is necessary in order to avoid the imposition 7.06 and shall promptly provide Parent with copies of Taxes under Section 4999 any executed waivers and evidence of the Codeequityholder approval contemplated by this Section 7.06.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderThe Company shall, no later than five (5) Business Days prior to the Closing Date, the Company shall (a) solicit and use commercially reasonable best efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G 280G(c) of the Code and any regulations promulgated thereunder) who could receive or retain any payment or benefits that could constitute a “parachute payment” (within the applicable Treasury Regulations thereunder meaning of Section 280G(b)(2)(A) of the Code and as to which any regulations promulgated thereunder) a waiver of such Person waives his or her disqualified individual’s rights to some or all of such payments and/or or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining no payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G 280G(b)(1) of the Code and the applicable Treasury Regulations any regulations promulgated thereunder, ) and (b) following submit to a Company shareholder vote (along with adequate disclosure satisfying the execution 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 described in clause (a)and approval materials, solicit the approval Company shall provide drafts of the stockholders calculations, waivers and approval materials to Acquiror for its review, approval, and comment prior to soliciting such waivers and soliciting such approval, and the Company shall consider in good faith any comments provided by Acquiror. If any of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 regulations promulgated thereunder as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior Prior to the Closing DateClosing, the Company shall deliver to the SPAC Acquiror evidence reasonably acceptable to Acquiror that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To Prior to the extent necessary Closing, the Company shall use commercially reasonable efforts to avoid (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 application of Code or non-deductible under 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 who has a right to any payments or benefits as a result of or in connection with the consummation of the transactions contemplated by this Agreement (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 would reasonably be expected to may separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code and the applicable Treasury Regulations regulations promulgated thereunder (each, a “280G Waiver”), and as (b) submit to which such Person waives his or her rights to some or all the Company Stockholders for approval in a manner that complies with Section 280G(b)(5)(B) of such payments and/or benefits (such payments or benefits actually waived, the “Waived Code the Potential 280G Benefits”) applicable to , such Person so that all remaining that, if approved by the Company Stockholders, such payments or and benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of under 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)(B280G(b)(2) of the Code and the applicable Treasury Regulations 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 aboveand, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Dateif applicable, the Company shall deliver to the SPAC Nocturne evidence reasonably satisfactory to Nocturne that a vote of the stockholders (i) approval of the Company Stockholders was solicited in accordance conformance with Section 280G and the foregoing provisions of this Section 7.19 and that either (i) regulations promulgated thereunder, and, if applicable, the requisite number approval of votes were the Company Stockholders was obtained with respect to any payments and/or benefits that were subject to the Waived 280G Benefits approval of the Company Stockholders (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, obtained and as a consequence, the Waived 280G Benefits consequence that such “parachute payments” 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 pursuant 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 applicable 280G Waivers which were executed by the SPAC affected individuals prior to the Closing Date. At least five (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (75) Business Days prior to the Closing Datedate the Company submits the Potential 280G Benefits to the Company Stockholders, the Company shall provide the SPAC with to Nocturne a summary draft of all documents and calculations of the calculations and related documentation reasonably required to determine whether the vote described parachute payments contemplated in this Section 7.19 is necessary 6.23. The Company will consider in order to avoid the imposition of Taxes under Section 4999 of the Codegood faith all reasonable comments that are made by Nocturne or its Representatives.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, as soon as reasonably practicable following the date hereof, but in no event later than five (5) Business Days prior to the Closing Date, the Company Seller shall (ai) 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 who is a “disqualified individual” within the meaning of Section 280G and who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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 thereunderCode), and (bii) following the execution of the waivers described in clause (ai), solicit the approval of the stockholders necessary equityholders of the Company Group Companies of any Waived 280G Benefits pursuant to a vote intended to meet that meets the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunder. At least five (5) Business Days prior to obtaining any waiver or soliciting equityholder approval, Seller 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 Seller, the disclosure document, waivers and consents, for Purchaser’s review and approval, 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), and shall accept all reasonable and timely comments made thereto by Purchaser. 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 Prior to the Closing Date, the Company Seller shall deliver to the SPAC Purchaser evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 6.23 and that either (iA) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (iiB) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Company Notwithstanding the foregoing, (x) in no event shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, this Section 6.23 be construed to require Seller to compel any person to waive any existing rights and in no event later than two shall Seller be deemed in breach of this Section 6.23 if any such person refuses to waive any such rights and (2y) Business Days prior to, delivery any Section 280G analysis and/or disclosure shall only include information regarding arrangements entered into with Purchaser or its Affiliates to the “disqualified individuals” and the stockholders of the Company of extent 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 arrangements have been disclosed to Seller prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Codedate any waivers have been obtained.

Section 280G. 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 who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably If required to determine whether the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code or the loss of a deduction to the Company 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 (i) solicit a waiver from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) entitled to receive a payment that is reasonably expected to be a “parachute payment” (within the meaning of Section 280G(b)(2) 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 is reasonably intended to satisfy its disclosure obligations under Section 280G(b)(5)(B) of the Code and the regulations thereunder, and which solicits approval by the Company Stockholders (“280G Shareholder Approval”), in a manner that is reasonably intended to comply with Section 280G(b)(5)(B) of the Code and the regulations 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 that such 280G Waiver shall not be required to include any payments or benefits that may be made by Parent or any of its Affiliates pursuant to arrangements entered into at the direction of Parent on or before the Closing, unless at least seven (7) calendar days prior to the Closing, Parent provides, with respect to any agreement, contract or arrangement that Parent or 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, 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 distributed as soon as practicably possible, but in any event by the date that is two (2) Business Days prior to the Closing Date. Prior to submission to the holders of Company Common Stock, the Company shall provide to Parent copies of all material documents prepared by the Company in connection with this Section 5.08 and 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 and not unreasonably omit.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code Parent 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 who has a right to any payments or benefits as a result of or agree in connection with good faith that the transactions contemplated by this Agreement that would reasonably be expected to constitute a “excess parachute paymentschange in control event” within the meaning of Section 280G of the Code Code, the Company shall (a) prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the applicable Treasury Regulations thereunder and as to which 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 Person waives his or her disqualified individual’s rights to some or all of such payments and/or or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining no payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G 280G(b)(1) of the Code) and (b) prior to the Closing Date submit to a Company 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 applicable Treasury Regulations thereunderright 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 Parent for its review and comment prior to soliciting such waivers and soliciting such approval, and (b) following the execution Company shall consider in good faith any comments provided by Parent. If any of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC Parent evidence reasonably acceptable to Parent that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 ‎Section 5.20 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Prior to the Closing Date, the Company shall (a) use commercially reasonable efforts make Commercially Reasonable Efforts to obtain waivers from each Person who has a vote of the Stockholders entitled to vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (a “280G Stockholder Vote”), approving the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any payments payment or benefits benefit that would reasonably be expected to be a “parachute payment” under Section 280G of the Code as a result of or in connection with 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 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 required waivers, consents or agreements and any materials necessary to comply with the 280G Stockholder Vote to Parent prior to submission to the Company’s 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 comments, 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 transactions contemplated by this Agreement to avoid any payment or benefit that would reasonably be expected to constitute be a “excess parachute paymentspayment” under Section 280G of the Code from being an Excess Parachute Payment. Prior to the Closing, the Company shall provide Parent and its counsel with copies of all documents executed by the 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 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 any “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 paymentsdisqualified individual” within the meaning of under Section 280G of the Code and the applicable Treasury Regulations thereunderthat Parent or its Affiliates has provided to, and or entered into with (b) following the execution of the waivers described in clause (aor directed a Person to enter into with), solicit the approval such “disqualified individual”, but of the stockholders of which 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 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 does 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codehave Knowledge.

Section 280G. To Prior to the Closing, 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 that any “disqualified individual” (5) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations regulations and guidance promulgated thereunder (collectively, “Section 280G”)) has the right to receive or retain any payments or benefits in connection with the transactions contemplated by this Agreement that reasonably would be expected to constitute “parachute payments” (within the meaning of Section 280G), the Group Companies will (a) solicit and as use commercially reasonable efforts to which obtain, from each such Person waives his person whom the Group Companies reasonably believe is a “disqualified individual,” a waiver of all or her a portion of such disqualified individual's rights or potential rights to some or all of any such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to ), such Person so that all none of the remaining payments or and/or benefits applicable to such Person shall not disqualified individual would be deemed to be “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunderG, and (b) following thereafter, with respect to each disqualified individual who executes the execution of the waivers waiver described in clause (a), solicit submit for approval the approval of the stockholders of the Company right of any such disqualified individual to receive or retain the Waived 280G Benefits pursuant to a vote of the holders of the equity interests of the applicable member of the Group Companies entitled to vote on such matters, in the manner intended to meet satisfy the requirements of under Section 280G(b)(5)(B280G(b)(5) of the Code and the applicable Treasury Regulations regulations and guidance promulgated thereunder, which related documents shall be in a form reasonably satisfactory . At least five (5) Business Days prior to soliciting the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent any waivers of the Waived 280G Benefits were not approved by Benefits, the stockholders Group Companies shall provide to Buyer drafts of the Company as contemplated abovewaivers, such Waived disclosure and other approval materials and Section 280G Benefits shall not calculations for Buyer’s review and comment. To the extent that any Contract, agreement, plan or arrangement is entered into (or planned to be made entered into) by, or provided. On at the direction of, Buyer, Parent and/or any of their respective Affiliates and a disqualified individual at or prior to Closing (the “Buyer Arrangements”), Buyer shall provide a copy of such Contract, agreement, plan or arrangement to the Company at least seven (7) Business Days before the Closing Dateand cooperate with the Group Companies in good faith in order to calculate or determine the value (for purposes of Section 280G) of any payments or benefits granted or contemplated therein that may constitute, individually or in the aggregate with other payments and/or benefits, “parachute payments”; provided that the Group Companies’ failure to include the Buyer Arrangements in the equityholder voting materials described herein, due to Buyer’s breach of its obligations set forth herein, will not result in a breach of this Section 6.18. To the extent applicable, at least one (1) Business Day prior to the Closing, the Company shall Group Companies will deliver to the SPAC Buyer evidence reasonably satisfactory to Buyer that a vote of the stockholders holders of the Company equity interests of the applicable member of the Group Companies was solicited in accordance with the foregoing provisions of this Section 7.19 6.18 and that either (i) the requisite number of votes were of holders of the equity interests of the applicable member of the Group Companies was obtained with respect to the Waived 280G Benefits (the “280G Approval”), ) or (ii) that the 280G Approval was not obtained. If such 280G Approval is not obtained, and, as then any disqualified individual who executed a consequence, the waiver with respect to his or her Waived 280G Benefits shall will not be made entitled to receive 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 retain his or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Codeher Waived 280G Benefits.

Section 280G. 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 The Company shall (5a) Business Days prior to the Closing Date, the Company shall (a) solicit and use commercially reasonable best efforts to obtain waivers from each Person “disqualified individual” (within the meaning of Section 280G(c) of the Code and any regulations promulgated thereunder) who has could otherwise receive or retain any payment or benefits that could constitute a right “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code and any regulations promulgated thereunder) a waiver of such disqualified individual’s rights to any some or all of such payments or benefits as a result of (the “Waived 280G Benefits”) so that no payments or in connection with the transactions contemplated by this Agreement that would reasonably benefits shall be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G of the Code and any regulations promulgated thereunder) and (b) prior to the applicable Treasury Regulations thereunder 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 as any regulations promulgated thereunder) the right of any such “disqualified individual” 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, receive the “Waived 280G Benefits”) applicable . Prior to soliciting such Person so that all remaining payments or benefits applicable to such Person waivers and approval materials, the Company shall not be deemed to be “excess parachute payments” within the meaning of Section 280G provide drafts of the Code calculations, waivers and approval materials to CBRG for its review and comment at least five (5) Business Days prior to soliciting such waivers and soliciting such approval, and the applicable Treasury Regulations thereunder, and (b) following the execution Company shall consider incorporation of any comments provided by CBRG in good faith. If any of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, if there are any Waived 280G Benefits, the Company shall deliver to the SPAC CBRG evidence reasonably acceptable to CBRG that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.21 and that either (i) the requisite number of votes were of the shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To If any individual may receive any payment or benefit that individually or in the extent necessary to avoid the application of aggregate would be a “parachute payment” under 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 who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected (either alone or in combination with any other event), then no later than five (5) calendar days prior to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as Closing, Seller shall or shall cause its Affiliate to obtain an enforceable written waiver from each such individual, pursuant to which such Person waives the individual shall have irrevocably waived his or her rights to some or all of such payments and/or and benefits so that all remaining payments and benefits applicable to such individual shall not individually or in the aggregate constitute a “parachute payment” (such waived payments or benefits actually waivedand benefits, 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) ). Promptly following the execution of such waivers, and in all events not less than three (3) calendar days prior to the waivers described in clause (a)Closing, Seller shall or shall cause its Affiliate to solicit the approval a vote of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet from its equity holders in the requirements of manner provided under Section 280G(b)(5)(B) of the Code and the applicable its associated Treasury Regulations thereunderRegulations. 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 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)withheld. To the extent that any of the Waived 280G Benefits were are not approved by the stockholders of the Company equity holders as contemplated above, prior to the Closing, such Waived 280G Benefits shall not be made or providedprovided in any manner. On or prior Prior to the Closing DateClosing, the Company Seller shall deliver to the SPAC Purchaser evidence that a vote of the stockholders of the Company equity holders was solicited in accordance with the foregoing provisions of this Section 7.19 and that either (ia) the requisite number of votes were was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (iib) 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 The Company shall (a) use commercially its reasonable best efforts to obtain waivers from each Person who has (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) an executed written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments 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 (a “Section 280G Waiver”). In connection with the foregoing, 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 Parent or its Affiliates, together with all other Section 280G Payments, would reasonably be expected considered to constitute be “excess parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code at least seven (7) calendar days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the applicable Treasury Regulations thereunder and as Closing Date). Prior to which such Person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waivedthe Closing, the “Company shall submit 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 Benefits of each Disqualified Individual who has executed a Section 280G Waiver in accordance with this Section 4.7 for approval of the Code 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. The Company shall provide Parent and its counsel with a copy of the draft Section 280G Waiver and the applicable Treasury Regulations thereunder, draft shareholder approval materials contemplated by this Section 4.7 within a reasonable time prior to delivery to each Disqualified Individual and (b) following the execution of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived such Section 280G Benefits pursuant Waiver and shareholder approval materials, respectively (and, in any event, at least five (5) calendar days prior to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code Closing Date), and the applicable Treasury Regulations thereunder, which related documents Company shall be consider in a form good faith any changes reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld requested by Parent or delayed)its counsel. 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 Prior to the Closing Date, the Company shall deliver to the SPAC Parent evidence that a vote of the stockholders shareholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 4.7 with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite number of votes were shareholder approval was obtained with respect to the Waived each Person who executes a Section 280G Benefits (the “280G Approval”)Waiver, or (ii) that the 280G Approval requisite shareholder approval was not obtained, obtained and, as a consequence, the Waived Section 280G Benefits Payments shall not be made or provided. The Company shall provide the SPAC with to any Person who executes 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code280G Waiver.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code STPC 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 who has a right to any payments or benefits as a result of or agree in connection with good faith that the transactions contemplated by this Agreement that would reasonably be expected to constitute a “excess parachute paymentschange in control event” within the meaning of Section 280G of the Code Code, the Company shall (a) prior to the Closing Date, solicit and use reasonable best efforts to obtain from each “disqualified individual” (within the applicable Treasury Regulations thereunder and as to which 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 Person waives his or her disqualified individual’s rights to some or all of such payments and/or or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining no payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G 280G(b)(1) of the Code) and (b) prior to the Closing Date submit to a Company shareholder vote (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 applicable Treasury Regulations thereunderright 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, form of waiver and shareholder consent (including adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii)) to STPC for its review and comment no later than three (3) days prior to soliciting such waivers and soliciting such approval, and (b) following the execution Company shall consider in good faith any comments provided by STPC. If any of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC STPC evidence that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.19 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid the application of The Company shall (i) secure from any Person who is a “disqualified individual”, as defined in Section 280G of the Code 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 who has a right to any payments and/or benefits or potential right to any payments and/or benefits as a result of or in connection with the transactions contemplated by this Agreement consummation of the Merger that would reasonably be expected deemed to constitute “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which Code, a waiver of such Person waives his or her Person’s rights to some or all of any such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so to the extent that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to 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 Benefits”) and (ii) submit for approval by the Company Stockholders the Waived 280G Benefits, to a vote intended to meet the requirements of Section extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and (such vote 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 “280G Stockholder Vote”). The Company shall not be unreasonably withheld or delayed). To the extent pay any of the Waived 280G Benefits were if such payment is not approved by the stockholders of the Company Stockholders as contemplated above. If applicable, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC Parent evidence satisfactory to Parent that a vote of the stockholders Company Stockholders was received in conformance with Section 280G of the Company was solicited in accordance with Code and the foregoing provisions of this Section 7.19 and regulations thereunder, or that either (i) the such requisite number of votes were stockholder approval has not been obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtainedBenefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided. The If applicable, not less than three Business Days before taking such actions, the Company shall provide the SPAC with a copy deliver to Parent for review and comment copies of such waiver and disclosure statement within a reasonable time prior toany documents or agreements necessary to effect this Section 5.1, and in no event later than two (2) Business Days prior toincluding any stockholder consent form, delivery to the “disqualified individuals” and the stockholders of the Company of such waiver and disclosure statement, respectivelyor waiver, and the Company shall reflect in reasonably incorporate comments received from Parent on such waiver documents or agreements. In connection with the foregoing, Parent shall provide the Company with all information and disclosure statement documents necessary to allow the Company to determine whether any changes reasonably requested 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 Parent or any of its Affiliates, together with all other potential payments, could constitute parachute payments under Section 280G of the SPAC Code (provided that the SPAC’s approval of and shall further provide any such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days updated information as is necessary prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Code).

Section 280G. To The Seller Representative shall, and shall cause the extent necessary Company to, use its commercially reasonable efforts as soon as practicable after the date hereof (but in no event later than the second Business Day immediately prior to avoid the application Closing Date) to obtain from each Person who is a “disqualified individual” for purposes of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five to whom any payment or benefit is required or proposed to be made pursuant to an Employee Plan then in effect (5) Business Days prior or pursuant to a compensation plan or arrangement of any WU Company that will be in effect as of the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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 but only if Buyer provides a copy of such waiver and disclosure statement within a reasonable time prior toplan or arrangement to the Company, 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 related information reasonably requested by the SPAC (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than Company, at least seven (7) Business Days prior to the Closing Date) that could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code and the regulations promulgated thereunder) a written agreement waiving such Person’s right to receive some or all of such payments and/or benefits (with respect to such Persons who elect to waive, collectively, the “Waived Benefits”) so that all remaining payments and/or benefits to be paid or provided to such Person shall not be deemed to be a parachute payment that would not be deductible under Section 280G of the Code, and to accept in substitution 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. Each such waiver will identify the specific Waived Benefit and will provide that if such stockholder approval is not obtained, such Waived Benefit will not be made and/or provided and such Persons will have no right or entitlement with respect thereto. As soon as practicable thereafter, but in any event prior to the Closing Date, the Seller Representative shall cause the Company to seek stockholder approval with respect to those Persons who have waived in a manner that complies with Section 280G(b)(5)(B) of the Code of all such Waived Benefits. The analysis under Section 280G of the Code and the form of each such waiver, the stockholder consent and the disclosure will be provided to Buyer for Buyer’s advance review, and the Company will consider in good faith all changes thereto reasonably proposed by Buyer. The Company shall not pay or provide any of the Waived Benefits if such Waived Benefits are not approved by the Company’s stockholders as contemplated above. Prior to the Closing Date, the Company shall provide the SPAC with deliver to Buyer evidence satisfactory to Buyer that (a) a summary vote of the calculations and related documentation reasonably required to determine whether the vote described Company’s stockholders was received in this conformance with Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 280G of the CodeCode and the regulations thereunder, or (b) such requisite Company Stockholder approval has not been obtained with respect to the Waived Benefits, and, as a consequence, the Waived Benefits have not been and shall not be made or provided.

Section 280G. 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 The Company shall (5a) Business Days prior to the Closing Date, the Company shall (a) solicit and use commercially reasonable best efforts to obtain waivers from each Person “disqualified individual” (within the meaning of Section 280G(c) of the Code and any regulations promulgated thereunder) who has could otherwise receive or retain any payment or benefits that could constitute a right “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code and any regulations promulgated thereunder) a waiver of such disqualified individual’s rights to any some or all of such payments or benefits as a result of (the “Waived 280G Benefits”) so that no payments or in connection with the transactions contemplated by this Agreement that would reasonably benefits shall be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G of the Code and any regulations promulgated thereunder) and (b) prior to the applicable Treasury Regulations thereunder 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 as any regulations promulgated thereunder) the right of any such “disqualified individual” 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, receive the “Waived 280G Benefits”) applicable . Prior to soliciting such Person so that all remaining payments or benefits applicable to such Person waivers and approval materials, the Company shall not be deemed to be “excess parachute payments” within the meaning of Section 280G provide drafts of the Code calculations, waivers and approval materials to CBRG for its review and comment at least five (5) Business Days prior to soliciting such waivers and soliciting such approval, and the applicable Treasury Regulations thereunder, and (b) following the execution Company shall consider incorporation of any comments provided by CBRG in good faith. If any of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, if there are any Waived 280G Benefits, the Company shall deliver to the SPAC CBRG evidence reasonably acceptable to CBRG that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.21 and that either (i) the requisite number of votes were of the shareholders was obtained with respect to the Waived 280G Benefits (the “280G ApprovalAp p roval”), ) or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 The Company shall (a) use commercially reasonable efforts to obtain waivers from request that each Person who has (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) execute a written agreement (the form of which shall be provided to the Parent no later than three (3) Business Days prior to delivery to any Disqualified Individual for the Parent’s approval) 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, 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 Parent or its Affiliates (“Parent Payments”), together with all Section 280G Payments, would reasonably be expected considered to constitute be “excess parachute payments” within the meaning of Section 280G 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)(B280G(b)(2) of the Code and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory at least two (2) days prior to the SPAC (provided that the SPAC’s solicitation of stockholder approval of such form shall not be unreasonably withheld or delayed). To the extent any of the Waived 280G Benefits were not approved by (including the stockholders of the Company Parent Payments) (and shall further provide any such updated information as contemplated above, such Waived 280G Benefits shall not be made or provided. On or is reasonably necessary prior to the Closing Date). No later than two (2) days prior to the Closing, the Company shall deliver to submit the SPAC evidence that Waived Benefits of each Disqualified Individual who has executed a vote of the stockholders of the Company was solicited waiver in accordance with the foregoing provisions of this Section 7.19 5.07 for approval of the Company’s stockholders (the form of such approval and that either (i) the requisite number all related materials including a description of votes were obtained with respect all Waived Benefits and Parent Payments shall be provided 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 Parent at least two (2) Business Days prior to, delivery to such solicitation for the “disqualified individuals” Parent’s reasonable approval) and such Disqualified Individual’s right to receive the stockholders Waived Benefits shall be conditioned upon receipt 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 requisite approval by the SPAC (provided Company’s stockholders in a manner that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (7complies with Section 280G(b)(5)(B) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Code. The Company shall certify to Parent the receipt of the stockholder approval pursuant to this Section 5.07.

Section 280G. 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 If any Person who has is a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the applicable Department of Treasury Regulations thereunder and as regulations promulgated thereunder) with respect to which such Person waives his the Company or her rights to some any of its Subsidiaries may receive any payment(s) or all of such benefit(s) that could constitute parachute 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 under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall use reasonable commercial efforts to obtain and the applicable Treasury Regulations thereunder, deliver to Buyer a Parachute Payment Waiver from each such “disqualified individual”; and (b) as soon as practicable following the execution delivery of the waivers described in clause Parachute Payment Waivers (a)if any) to Buyer, solicit the approval Company shall prepare and distribute to the Securityholders that are required to receive a disclosure statement under Section 280G of the stockholders of the Company of any Waived 280G Benefits pursuant Code, a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to a vote intended to meet such Securityholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable Department of Treasury Regulations regulations promulgated thereunder, which related documents such that, if approved by the requisite majority of the Securityholders that have the right to vote on such payments under Section 280G of the Code, such payments and benefits shall not be in deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a form “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 SPAC Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (provided the “Section 280G Approval”) or (ii) that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent any of the Waived Section 280G Benefits were Approval was not approved obtained and as a consequence, pursuant to the Parachute Payment Waiver executed by the stockholders of the Company as contemplated aboveapplicable disqualified individual, such Waived 280G Benefits “parachute payments” shall not be made or provided. On 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 prior (y) any Buyer Arrangement, unless such Buyer Arrangement (or the material terms thereof, including values) is provided 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) at least 10 Business Days prior to the Closing DateClosing. The form of the Parachute Payment Waiver, the Company shall provide disclosure statement, any other materials to be submitted to the SPAC Securityholders in connection with a summary of the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review 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 4999 of the Codeapproval by Buyer, which approval shall not be unreasonably withheld.

Section 280G. To As expeditiously as possible following the extent necessary to avoid the application of Section 280G of the Code date hereof (and the applicable final Treasury Regulations and rulings thereunder, in any event no later than five (5) Business Days seven days prior to the Closing Date), the Company shall will provide to Parent calculations (aand all relevant backup materials) use commercially reasonable efforts with respect to obtain waivers from each Person who has a right to any the amount of payments and benefits which have been, will or benefits as a result of or may be received in connection with the transactions contemplated by this Agreement that would reasonably (or which may be expected deemed under the applicable regulations to have been received in connection with such transactions) and which could constitute “excess parachute payments” within subject to the meaning of restriction on deductions imposed under Section 280G of the Code and the applicable Treasury Regulations thereunder promulgated thereunder, which calculations will be subject to Parent’s approval. Prior to the Closing, the Company and as each of its Subsidiaries will (x) obtain, with respect to which each applicable Key Employee, and (y) use reasonable efforts to obtain, with respect to each other applicable service provider, prior to the initiation of the stockholder approval procedure described below in this Section 6.8, from each such Person waives his to whom any payment or her rights benefit will or could be made that could constitute “parachute payments” under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder (“Section 280G Payments”), a written agreement waiving such Person’s right to receive some or all of such payments and/or benefits payment or benefit (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable ), to such Person the extent necessary so that all remaining payments or and benefits applicable to such Person shall will not be deemed a parachute payment subject to be “excess parachute payments” within the meaning of deduction restrictions imposed by Section 280G of the Code and the applicable Treasury Regulations thereunderCode, and (b) following accepting in substitution for the execution of Waived Benefits the waivers described in clause (a), solicit right to receive the approval of Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of any Waived 280G Benefits pursuant the Code and the Treasury Regulations promulgated thereunder. Prior to the Closing, the Company and each of its Subsidiaries will use its reasonable efforts to obtain the approval by such number of stockholders of the Company in a vote intended to meet manner that complies with the requirements terms of Section 280G(b)(5)(B) of the Code 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 including Q‑7 of Section 1.280G‑1 of such form shall not be unreasonably withheld or delayed). To the extent any Treasury Regulations, of the Waived 280G Benefits were not approved by the stockholders right 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote each Person described in this Section 7.19 is necessary 6.8 who has executed the waiver described therein to receive or retain, as applicable, such Person’s Waived Benefits. The Company will provide Parent for its review and approval advance copies of all documents and communications by which it intends to seek the waiver and approvals described in order to avoid the imposition this Section 6.8 and will promptly provide Parent with copies of Taxes under Section 4999 any executed waivers and evidence of the Codestockholder approval contemplated by this Section 6.8.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, The Company or NewCo shall (a) no later than five (5) Business Days days prior to the Closing Date, the Company shall (a) solicit and use commercially reasonable best efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G 280G(c) of the Code and Code) who could receive or retain any payment, right or benefit that could constitute a “parachute payment” (within the applicable Treasury Regulations thereunder and as to which meaning of Section 280G(b)(2)(A) of the Code) a waiver of such Person waives his or her disqualified individual’s rights to some or all of such payments and/or payments, rights or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable so that the vote described in clause (b) shall establish such Person’s right to such Person so that all remaining payments payment or benefits 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 such Person shall not be deemed to be “excess parachute payments” within satisfy the meaning requirements of Section 280G 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable Treasury Regulations thereunderright of any such “disqualified individual” to receive and/or retain the Waived 280G Benefits. Prior to, and (b) following in no event later than seven days prior to, soliciting such waivers and approval materials, the execution 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 described and soliciting such approval, and the Company or NewCo, as applicable, shall consider in clause (a), solicit the approval good faith any reasonable comments provided by Acquiror. If any of the stockholders of the Company of any Waived 280G Benefits pursuant fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 retained, made or provided. On or prior Prior to the Closing Date, the Company or NewCo, as applicable, shall deliver to the SPAC Acquiror evidence that a vote of the stockholders of the Company shareholders or NewCo shareholders, as applicable, was solicited in accordance with the foregoing provisions of this Section 7.19 6.07 and that either (i) the requisite number of votes were of the Company’s shareholders or NewCo’s shareholders, as applicable, 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 retained or provided. The Company Acquiror 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 statementor NewCo, respectivelyapplicable, and the Company shall reflect in such waiver and disclosure statement any changes reasonably requested by the SPAC no less than fifteen (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (715) Business Days days prior to the Closing Date, any arrangements entered into at the direction of Acquiror or between Acquiror and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“Buyer Arrangements”), and the Company or NewCo, as applicable, and Acquiror shall provide cooperate in good faith with respect to calculating the SPAC value of such arrangements, provided, however, that if such Buyer Arrangements are not so provided, compliance with a summary the remainder of the 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 4999 of the Code6.07 shall be determined as if such Buyer Arrangements had not been entered into.

Section 280G. To the extent necessary the Merger constitutes a “change in ownership or control” within the meaning of Section 280G and the regulations thereunder of the Company, the Company shall (a) prior to avoid the application Closing Date, obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code and any regulations promulgated thereunder) who could otherwise 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 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 applicable final Treasury Regulations Closing Date submit to a stockholder vote (along with adequate disclosure) satisfying the requirements of Section 280G(b)(5)(B) of the Code and rulings any regulations promulgated thereunder, 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 Parent for its review and comment no later than five (5) Business Days prior to the Closing Datesoliciting such waivers and soliciting such approval, and the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to incorporate any payments or benefits as a result of or comments provided by Parent in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G good faith. If any 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 fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC Parent evidence reasonably acceptable to Parent 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 of the stockholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To With respect to each employee, shareholder, director and/or individual independent contractor of the extent necessary Company or any of its Subsidiaries who is, or would reasonably be expected to avoid be as of the application of Closing Date, a “disqualified individual” (as defined in Section 280G 280G(c) of the Code and the applicable final Treasury Regulations regulations promulgated thereunder), the Company and rulings its Subsidiaries shall use their commercially reasonable best efforts to (a) ensure that any payments that would otherwise constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code and the regulations promulgated thereunder) shall be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(A)(ii) of the Code 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 five seven (57) Business Days prior to the Closing DateClosing. Prior to obtaining such waivers and soliciting such consent, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all provide drafts of such payments and/or benefits waivers and stockholder consent materials to Parent for its review and approval (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable approval not 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 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 If any of the Waived 280G Benefits were not benefits or payments fail to be approved by the stockholders of the Company as contemplated aboveCompany, such Waived 280G Benefits benefits or payments shall not be made provided or providedmade. On or No later than three (3) Business Days prior to the Closing DateClosing, the Company shall deliver to the SPAC Parent satisfactory evidence that a vote of the Company’s stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 6.10 and that either (iA) the requisite number of stockholder votes were consenting to such benefits and payments was obtained with respect to the Waived 280G Benefits such benefits and payments (the “280G Approval”), ) or (iiB) 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid the application of that any individual who is a “disqualified individual” (as defined in Section 280G 280G(c) of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5Code) Business Days prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to may receive any payments payment or benefits as a result of or benefit in connection with the transactions contemplated by this Agreement that would reasonably individually or in the aggregate could be expected to constitute characterized as a “excess parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code and Code), then no later than three (3) calendar days prior to the applicable Treasury Regulations thereunder and as Closing, the Company shall obtain a written waiver from each such individual, pursuant to which such Person waives the individual shall have waived his or her rights to some or all of such payments and/or and benefits so that all remaining such payments and benefits applicable to such individual shall not constitute “parachute payments” (such waived payments or benefits actually waivedand benefits, the “Waived 280G Benefits”), provided, however that at least three (3) applicable calendar days prior to such Person so that all remaining deadline, Buyer shall have provided to the Company sufficient information regarding any payments or benefits applicable offered by Buyer to such Person shall not individual that could be deemed to be so characterized as “excess parachute payments.” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (b) Promptly following the execution of such waivers, and in any event at least one (1) calendar day prior to the waivers described in clause (a)Closing, the Company shall solicit a vote of the approval of Waived 280G Benefits from the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet in the requirements of manner provided under Section 280G(b)(5)(B) of the Code and its associated Treasury Regulations. Prior to soliciting such waivers and vote, the Company shall provide a draft of such waivers and such stockholder vote solicitation materials (together with any calculations) to Buyer for Buyer’s review and comment, and the Company shall consider in good faith Buyer’s comments thereto submitted before such waivers and vote are required to be provided to 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)Persons. To the extent that any of the Waived 280G Benefits were are not approved by the stockholders of the Company as contemplated above, prior to the Closing, such Waived 280G Benefits shall not be made or provided. On or prior provided in any manner, except to the Closing Dateextent that such Waived 280G Benefits constitute reasonable compensation for personal services to be rendered after the Closing. Prior to the Closing, the Company shall deliver to the SPAC Buyer evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 6.7 and that either (iA) the requisite number of votes were was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (iiB) 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To As soon as practicable following the extent necessary date hereof, the Company shall prepare and deliver to avoid Purchaser its calculation of the application of 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” (as such term is defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement which could constitute a “parachute payment” (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 applicable final Treasury Regulations regulations 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 rulings the regulations thereunder), then, the Company shall (i) no later than five (5) Business Days prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has such “disqualified individual” a waiver (the “Parachute Payment Waiver”) of such disqualified individual’s right to some or all of such payment or benefit (the “Waived 280G Benefits”) so that any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably remaining payment and/or benefit shall not be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G 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 regulations thereunder), and (bii) following no later than three (3) Business Days prior to the execution of Closing Date, with respect to each individual who agrees to the waivers waiver described in clause (ai), solicit solicit, and use commercially reasonable efforts to secure, the approval of the stockholders of the Company of any Waived 280G Benefits pursuant Stockholders entitled to a vote on such matters (along with adequate disclosure intended to meet satisfy the requirements of Section 280G(b)(5)(B280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable Treasury Regulations thereunder, 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 related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall will not be unreasonably withheld withheld, conditioned or delayed)) no later than five (5) Business Days prior to soliciting any such waivers and soliciting such approval. To the extent If any of the Waived 280G Benefits were not fail to be approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or To the extent applicable, prior to the Closing DateClosing, the Company shall deliver to the SPAC Purchaser evidence reasonably acceptable to Purchaser that a vote of the stockholders of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.20 and that either (iA) the requisite number of votes were of the Stockholders was obtained with respect to the Waived 280G Benefits (the “280G Approval”), ) or (iiB) that the 280G Approval was not obtained, and, as a consequenceresult, the no 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid that any “disqualified individual” (within the application meaning of Section 280G 280G(c) of the Code and the applicable final Treasury Regulations and rulings regulations thereunder, no later than five (5) Business Days prior to has the Closing Date, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to receive any payments or benefits as that constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will, (i) solicit and use its reasonable best efforts to obtain from each such “disqualified individual” a result waiver of such disqualified individual’s rights to some or in connection with all of such payments or benefits (the transactions contemplated by this Agreement “Waived 280G Benefits”) so that would reasonably any remaining payments and/or benefits shall not be expected deemed to constitute be “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder regulations thereunder), and as (ii) with respect to which each individual who agrees to the waiver described in clause (i), submit to a vote of holders of the equity interests of the Company entitled to vote on such Person waives his or her rights to some or all matters, in conformity with the requirements of such payments and/or benefits (such payments or benefits actually waivedSection 280G(b)(5)(B) of the Code, the right of any such “disqualified individual” to receive the Waived 280G Benefits”) applicable to such Person so . The parties acknowledge that all remaining payments or benefits applicable to such Person this Section 6.16 shall not be deemed apply to be any arrangements entered into at the direction of Buyer or between Buyer and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“excess parachute payments” within Buyer Arrangements”). In the meaning event that Buyer provides to the Company, no less than fifteen (15) Business Days prior to the Effective Time, a written description of any Buyer Arrangements and the value for purposes of Section 280G of the Code of such Buyer Arrangements, the Company shall include such description and value(s) in any materials disclosed to Shareholders in connection with soliciting approval in accordance with this Section 6.16; provided, however, that compliance with the applicable Treasury Regulations thereunder, and (b) following remainder of this Section 6.16 shall be determined as if such Buyer Arrangements had not been entered into. The parties hereto acknowledge that the execution of Company cannot compel any disqualified individual to waive any existing rights under a contract with the waivers described in clause (a), solicit the approval of the stockholders Company or any of the Company Subsidiaries and the Company shall not be deemed in breach of this Section 6.16 with respect to any Waived 280G Benefits pursuant disqualified individual who refuses to waive any such right. The Company shall provide Buyer a reasonable opportunity to review and comment on any and all documents prepared by the Company in connection with this Section 6.16. No less than three (3) Business Days prior to the Effective Time, the Company shall deliver to Buyer certification that the vote intended of the holders of the equity interests of the Company entitled to meet vote was solicited in conformity with the requirements of Section 280G(b)(5)(B) of the Code and ‎and that either (x) the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s requisite equityholder 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 (iiy) that the 280G Approval such approval was not obtained, obtained and, as a consequence, that 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Each Subject Company shall (a) will use commercially reasonable efforts to obtain waivers secure from each Person who has is a right “disqualified individual” as defined in Section 280G(c) of the Code (each, a “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would reasonably be expected to could constitute “excess parachute payments” within under Section 280G(b)(2) of the meaning Code (“Section 280G Payments”) a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual will not be deemed parachute payments, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of such Subject Company in a manner that complies with Section 280G(b)(5)(B) of the Code (the “280G Stockholder Approval”). Prior to the Closing, each Subject Company will submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 11.8 for approval of such Subject Company’s equityholders and such Disqualified Individual’s right to receive the Waived Benefits will be conditioned upon receipt of the requisite approval by such equityholders in a manner that complies with Section 280G(b)(5)(B) of the Code; provided, in no event will this Section 11.8 be construed to require such Subject 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 Sellers, such Subject Company or any other Person, and in no event will such Subject Company (or any of its Affiliates) be deemed in breach of this Section 11.8 if any such Disqualified Individual refuses to waive any such rights or if such equityholders fail to approve any Waived Benefits. Within a reasonable time prior to seeking any waiver of the Waived Benefits and the 280G Stockholder Approval, the Subject Company will provide Purchaser’s counsel with a copy of the waiver agreement, the disclosure statement, equityholder consent and calculations prepared in connection with the actions contemplated by this Section 11.8 and such Subject Company will consider in good faith any changes reasonably requested by 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 and the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all Code) of such payments and/or benefits (such any payments or benefits actually waivedgranted or contemplated therein, that may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “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 paymentspayment” within the meaning of under Section 280G of the Code and the applicable Treasury Regulations thereunderCode; provided that, 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 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 aboveevent, such Waived 280G Benefits shall not be made or provided. On or prior Subject Company’s failure to include the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited Purchaser Arrangements 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 Stockholder Approval was materials described herein, for any reason, will not obtained, and, as result in 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 breach 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code11.8.

Section 280G. To If any individual may receive any payment or benefit that individually or in the extent necessary to avoid the application of aggregate would be a “parachute payment” under 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 who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected (either alone or in combination with any other event), then no later than five (5) calendar days prior to constitute “excess parachute payments” within the meaning of Section 280G of Closing, the Code and the applicable Treasury Regulations thereunder and as Company shall obtain an enforceable written waiver from each such individual, pursuant to which such Person waives the individual shall have irrevocably waived his or her rights to some or all of such payments and/or and benefits so that all remaining payments and benefits applicable to such individual shall not individually or in the aggregate constitute a “parachute payment” (such waived payments or benefits actually waivedand benefits, 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) ). Promptly following the execution of such waivers, and in all events not less than three (3) calendar days prior to the waivers described in clause (a)Closing, the Company shall solicit the approval a vote of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet from its equity holders in the requirements of manner provided under Section 280G(b)(5)(B) of the Code and its associated Treasury Regulations. Prior to soliciting such waivers and vote, the applicable Treasury Regulations thereunderCompany 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 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)withheld. To the extent that any of the Waived 280G Benefits were are not approved by the stockholders of the Company equity holders as contemplated above, prior to the Closing, such Waived 280G Benefits shall not be made or providedprovided in any manner. On or prior Prior to the Closing DateClosing, the Company shall deliver to the SPAC Purchaser evidence that a vote of the stockholders of the Company equity holders was solicited in accordance with the foregoing provisions of this Section 7.19 and that either (ia) the requisite number of votes were was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (iib) 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Not less than five three (53) Business Days prior to the Closing Date, the Company shall submit to the Stockholders for approval (ain a manner and with disclosure documentation reasonably satisfactory to Parent) use commercially reasonable efforts by a vote of such Stockholders as is required pursuant to obtain waivers from each Person who has a right to Section 280G(b)(5)(B) of the Code and the Treasury Regulations issued thereunder (the “280G Stockholder Vote”), any such payments or other benefits as a result of that may, separately or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute aggregate, result in “excess parachute payments” within the meaning of Section 280G 280G(b) of the Code (determined without regard to Section 280G(b)(4) 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 BenefitsPayments”) applicable to ), such Person so that all remaining payments or benefits applicable to that, if the 280G Stockholder Vote is received approving the 280G Payments, such Person 280G Payments shall not be deemed cause there to be “excess parachute payments” within the meaning of 280G(b)(1) of the Code and the Treasury Regulations thereunder. 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, the Company 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 and all rights to any payments, to the extent such payments would cause the 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 effect with respect to any item covered thereby to the extent the 280G Stockholder Vote for such item is obtained. In addition, the Company shall provide adequate disclosure to the Stockholders (including to the extent required by Section 280G of the Code and the applicable Treasury Regulations thereunder) of all material facts concerning all payments to any such Disqualified Individual that, and (b) following but for the execution 280G Stockholder Vote, could be deemed “parachute payments” under Section 280G of the waivers described Code 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 manner that satisfies Section 280G(b)(5)(B280G(b)(5)(B)(ii) of the Code and the applicable Treasury Regulations thereunder, which related documents . Parent and its counsel 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 with drafts of the Waived disclosure statement, 280G Benefits were not approved Waivers, and the consent to be signed by Stockholders referenced in this Section 5.13 for review and approval before being finalized. Parent and its counsel shall also be provided copies of all documents executed 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 Stockholders and Disqualified Individuals in accordance connection 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeStockholder Vote.

Section 280G. 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 Prior to the Closing Date, the Company Seller shall (a) use commercially reasonable efforts seek to obtain waivers a written waiver (a “280G Waiver”) from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G 280G(c) of the Code) of his or her right to any and all payments or other benefits that could reasonably be expected to be deemed “parachute payments” under Section 280G(b) of the Code and (“Parachute Payments”) if such payments are not approved by 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 Acquired Company Entity’s stockholders in a manner 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 satisfies the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations any regulations thereunder, which related documents shall be including any Buyer Arrangements (as defined below) to the extent provided to Seller in a form reasonably satisfactory to timely manner in accordance with the SPAC requirements of this Section 5.12. At least one (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 1) day prior to the Closing Date, Seller shall solicit stockholder approval of the Company Parachute Payments for which a 280G Waiver has been obtained in a manner that satisfies the exemptions under Section 280G(b)(5)(A)(ii) of the Code and any regulations issued thereunder, including providing adequate disclosure to all stockholders entitled to vote. Prior to the Closing Date, Seller shall deliver to the SPAC Buyer Parties evidence that a vote of the applicable 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 stockholder votes were was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the requisite number of stockholder votes was not obtained and no waived Parachute Payments shall be made (to the extent the 280G Approval was not obtainedWaivers were executed). Notwithstanding the foregoing, andto the extent that any contract, as agreement or arrangement is entered into by and between the Buyer Parties, any of the Acquired Company Entities or any of their respective Affiliates and a consequencedisqualified individual before the Closing Date in connection with the transactions contemplated hereby that together with any other payments or benefits which may be paid or granted to such disqualified individual in connection with the transactions contemplated hereby could reasonably be expected to constitute a Parachute Payment (the “Buyer Arrangements”), then the Waived 280G Benefits shall not be made or provided. The Company Buyer Parties shall provide the SPAC with a copy of such waiver and disclosure statement within contract, agreement or arrangement to Seller a reasonable period of time prior to, before the Closing Date and shall cooperate with Seller in no event later than two order to calculate or determine the value (2) Business Days prior to, delivery to for the “disqualified individuals” and the stockholders purposes of Section 280G of the Company Code) of such waiver and disclosure statement, respectively, and any payments or benefits granted or contemplated therein which may be paid or granted in connection with the Company shall reflect in such waiver and disclosure statement any changes reasonably requested by the SPAC (provided transactions contemplated hereby that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed)could constitute a Parachute Payment. No later than seven (7) Business Days prior to the Closing Date, the Company Seller shall provide the SPAC Buyer Parties, a reasonable period of time prior to seeking the 280G Waivers, (i) drafts of and a reasonable opportunity to sufficiently review any waivers, disclosure documents and other relevant documents relating to the 280G Waivers and vote prepared by Seller in connection with a summary this Section 5.12 and (ii) reasonable documentation regarding the determination of the calculations Parachute Payments. Seller shall incorporate any reasonable comments made by the Buyer Parties prior to seeking the 280G Waivers and related documentation reasonably required to determine whether soliciting the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codevote.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no (i) No later than five (5) Business Days prior to the Closing Date, the Company shall solicit and use reasonable best efforts (awhich shall not require the payment of compensation) use commercially reasonable efforts to obtain waivers from each Person who has is, with respect to the Company or any of its Subsidiaries, a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and Code) that has a right to any payments or benefits or potential right to any payments or benefits that would be deemed to constitute “parachute payments” (within the applicable Treasury Regulations thereunder and as to which meaning of Section 280G of the Code) a waiver of such Person waives his or her Person’s rights to some or all of such payments and/or benefits (any 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 Code), in each case to the applicable Treasury Regulations thereunderextent such waiver is not obtained prior to the date hereof, and (bii) following if any such waiver is obtained, no later than three (3) Business Days prior to the execution of the waivers described in clause (a)Closing Date, solicit and use reasonable best efforts (which shall not require the payment of compensation) to obtain the approval of the stockholders of Company Stockholders, to the Company of any Waived 280G Benefits pursuant to a vote intended to meet extent and in the requirements of Section manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the applicable Treasury Regulations regulations promulgated thereunder, which related documents shall be in a form reasonably satisfactory order to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent pay 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”). The Company shall provide drafts of such waivers and such stockholder approval materials to Parent for its review, comment and approval prior to obtaining such waivers and soliciting such approval, and the Company shall consider and not unreasonably omit any changes 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 (iiB) 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. 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.84

Section 280G. To Prior to the Closing, 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 necessary to avoid the application of value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the applicable final Treasury Regulations regulations promulgated thereunder (each, a “280G Waiver”), and rulings thereunder, no later than five (5b) Business Days prior submit to the Closing Date, the Company shall (aShareholders for approval in accordance with Section 280G(b)(5)(B) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 Potential 280G Benefits”) applicable to , such Person so that all remaining that, if approved by the Company Shareholders, such payments or and benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of under 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)(B280G(b)(2) of the Code and the applicable Treasury Regulations 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, and the Company shall deliver to the SPAC APHC evidence reasonably satisfactory to APHC that a vote of the stockholders (i) approval of the Company Shareholders was solicited in accordance conformance with Section 280G and the foregoing provisions of this Section 7.19 and that either (i) regulations promulgated thereunder, and, if applicable, the requisite number approval of votes were the Company Shareholders was obtained with respect to any payments and/or benefits that were subject to the Waived 280G Benefits approval of the Company Shareholders (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, obtained and as a consequence, the Waived 280G Benefits consequence that such “parachute payments” 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 provided pursuant 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 applicable 280G Waivers which were executed by the SPAC affected individuals prior to the Closing Date. At least five (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (75) Business Days prior to the Closing Datedate the Company submits the Potential 280G Benefits to the Company Shareholders, the Company shall provide the SPAC with to APHC a summary draft of all documents and calculations of the calculations and related documentation reasonably required to determine whether the vote described parachute payments contemplated in this Section 7.19 is necessary 7.24. The Company will consider in order to avoid the imposition of Taxes under Section 4999 of the Codegood faith all reasonable comments that are made by APHC or its representatives.

Section 280G. 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 Prior to the Closing Date, the Company shall (a) use commercially reasonable efforts submit to obtain waivers from each Person who has a right to any vote of the members of Stockholder for their determination all payments or benefits as that in the absence of such a result of or in connection with the transactions contemplated by this Agreement that vote would reasonably be expected to constitute be “excess parachute payments” (within the meaning of Section 280G 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 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 with such vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations regulations thereunder, which related documents shall and to be in a form reasonably satisfactory to the SPAC (provided Parent; provided, however, that the SPAC’s approval of such form Company shall not be unreasonably withheld or delayed). To so required to the extent any the recipient of such payments or benefits does not agree to the waiver of such payments or benefits as contemplated by the requirements of Section 280G(b)(5)(B) of the Waived 280G Benefits were Code and the regulations thereunder. The parties acknowledge that this Section 7.08 shall not approved by apply to any arrangements entered into at the stockholders direction of Parent or Merger Sub or between Parent and/or its Affiliates, on the one hand, and a disqualified individual on the other hand unless such arrangements have been entered into in advance of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior vote and provided to the Closing DateCompany (“Buyer Arrangements”) so that, for the avoidance of doubt, unless such arrangements have been entered into in advance of the vote and provided to the Company, compliance with this Section 7.08 shall be determined as if such Buyer Arrangements had not been entered into. Notwithstanding the foregoing, the parties acknowledge that the Company cannot compel any disqualified individual to waive any existing rights under a contract or agreement with Stockholder, the Company or any Subsidiary and in no event shall deliver the Company be deemed in breach of this Section 7.08 if any such disqualified person refuses to waive any such right. For the SPAC evidence that avoidance of doubt, in connection with the Company’s requirement to submit such matters to a vote of the stockholders members of Stockholder, neither 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 DateStockholder, the Company nor any of its Subsidiaries shall provide the SPAC with a summary of the calculations and related documentation reasonably be required to determine whether the vote described in this Section 7.19 is necessary make any payment or incur any obligation to any Person in order to avoid induce any disqualified individual to waive any existing rights under a contract or agreement with Stockholder, the imposition of Taxes under Section 4999 of the CodeCompany or any Subsidiary.

Section 280G. To If and to the extent necessary to avoid Rotor and the application Company agree in good faith that the transactions contemplated by this Agreement constitute a “change in control event” within the meaning of Section 280G of the Code, the 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 satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable final Treasury Regulations right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and rulings thereunderapproval materials, the Company shall provide drafts of the calculations, waivers and approval materials to Rotor for its review and comment no later than five (5) Business Days prior to the Closing Datesoliciting such waivers and soliciting such approval, and the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to consider in good faith any payments or benefits as a result of or in connection with the transactions contemplated comments provided by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G Rotor. If any 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 fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC Rotor evidence reasonably acceptable to Rotor that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 5.19 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings regulations thereunder, no later than five (5i) 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 request waivers (athe “Parachute Payment Waivers” ) use commercially reasonable efforts to obtain waivers from each Person who has a right to any payments or and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 and/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 thereunderCode), and (bii) following the execution of the waivers described in clause (a)i) and prior to the Closing Date, 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 and the applicable Treasury Regulations regulations thereunder. At least two (2) Business Days prior to obtaining any waiver or soliciting stockholder approval, which the Company shall provide Parent with copies of all Section 280G-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 documents, including, without limitation, any of the Waived Section 280G Benefits were not approved analysis prepared by the stockholders of Company, the Company as contemplated abovestockholder disclosure document, such Waived 280G Benefits waivers and stockholder consents, for Parent’s review and comment and shall not be consider all reasonable comments made or providedthereto by Parent. On or prior Prior to the Closing Date, the Company shall deliver to the SPAC Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 ‎6.9 and that either (iA) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (iiB) that the Section 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; provided, 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 Parties agree that this Section 6.9 shall not be unreasonably withheld 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 Waiver or delayed). No later than seven (7y) the value of any arrangement entered into by 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 five (5) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Prior to the Closing Date, the Company shall seek approval by the stockholders, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” (awithin the meaning of Section 280G(c) use commercially reasonable efforts of the Code and the regulations thereunder) to obtain waivers from each Person who has a right to receive or retain any payments or benefits as a result that would, in the absence of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to such stockholder approval, constitute “excess parachute payments” within the meaning of Section 280G of the Code and Code. Prior to seeking such approval, the applicable Treasury Regulations thereunder and as Company shall use its commercially reasonable efforts to which such Person waives his or her rights to some or all of such obtain from each disqualified individual waivers that provide that no payments and/or benefits (such payments that would separately or benefits actually waived, in 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 aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual shall, in the absence of such stockholder approval referred to in the immediately preceding sentence, be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual. All materials produced by the Company in connection with the implementation of this Section 6.07 shall be provided to the Purchaser at least three (3) Business Days in advance for the Purchaser’s review and comment, and the applicable Treasury Regulations thereunderCompany shall consider any of the Purchaser’s requested changes or comments in good faith and not unreasonably omit them. At least three (3) Business Days prior to seeking the stockholder approval described in this Section 6.07, with respect to each “disqualified individual” of the Company, the Company shall furnish (a) a schedule that sets forth (i) the Company’s reasonable, good faith estimate of all payments or benefits that could be provided to such disqualified individual as a result of any of the transactions contemplated by this Agreement (alone or in combination with any other event) (other than any such amounts to be provided pursuant to arrangements entered into with the Purchaser), and (ii) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each such individual, and (b) following the execution of the waivers described in clause (a), solicit the approval of the stockholders of underlying data and documentation on which such schedule is based. The Purchaser acknowledges that the Company of cannot compel any Waived 280G Benefits pursuant disqualified individual to a vote intended to meet waive any existing rights under any contract or agreement that such disqualified individual has with the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunderCompany, which related documents shall be in a form reasonably satisfactory to the SPAC (and, provided that the SPAC’s approval of Company has sought waivers from 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 disqualified individuals pursuant to the Closing Datethis Section 6.07, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited not be deemed in accordance with the foregoing provisions breach of this Section 7.19 and that either (i) the requisite number of votes were obtained with respect 6.07 if any such disqualified individual refuses 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 waive any 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, right 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described pay any amount to any such individual in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codeconnection with seeking such waivers.

Section 280G. 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 person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement Transactions that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person 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 person so that all remaining payments or benefits applicable to such Person 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 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 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 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 stockholders shareholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 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 stockholders 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described in this Section 7.19 7.17 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code.

Section 280G. 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 Prior to the Closing Date, the Company shall (a) use commercially reasonable efforts to solicit and obtain waivers from each Person “disqualified individual” (as defined in Section 280G of the Code) who has a right to may receive any payments or and/or benefits as a result of or that may, in connection with the transactions contemplated by this Agreement that would reasonably be expected to Agreement, separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which regulations promulgated thereunder) a waiver of such Person waives his or her disqualified individual’s rights to some or all of such payments and/or benefits (such payments or benefits actually waived, to the extent that any such payment or benefit would constitute an excess “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 paymentspayment” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations regulations promulgated thereunder) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) following the execution of the waivers described submit to its stockholders for approval (in clause (aa manner reasonably satisfactory to Acquiror), solicit by such number of stockholders as is required by the approval of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements terms of Section 280G(b)(5)(B) of the Code and Code, of the applicable Treasury Regulations thereunderrights of any such disqualified individual who has duly executed a 280G Waiver to receive the Waived 280G Benefits, which related documents shall be in a form reasonably satisfactory to the SPAC (provided such that the SPAC’s approval of such form Waived 280G Benefits shall not be unreasonably withheld or delayed). To deemed “parachute payments” under Section 280G of the extent any of Code, and prior to the 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 regulations promulgated thereunder with respect to each individual who provides a duly executed 280G Waiver and the requisite stockholder approval 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 approved by the stockholders of the Company obtained and as contemplated abovea consequence, that such Waived 280G Benefits shall not be made or provided. On or prior , pursuant to the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited applicable 280G Waivers. If no payments and/or benefits could constitute “parachute payments” in accordance connection with the foregoing provisions of transactions contemplated by 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”)Agreement, or (ii) that then 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codebe obtained.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no (a) No later than five three (53) Business Days prior to the Closing DateClosing, the Company shall Panavision will (ai) use commercially reasonable efforts to obtain waivers solicit from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement Transactions that would reasonably be expected deemed to constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations regulations promulgated thereunder (hereafter, “Section 280G”)) (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 as to which such Person waives his that create a right or her entitlement by such Person to receive any “parachute payments” within the meaning of Section 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 (10) Business Days prior to the Closing), a waiver of such Person’s rights to some or all of such payments and/or or benefits (such payments or benefits actually to the 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 of the Code and the applicable Treasury Regulations thereunderG), and (bii) following the execution of the waivers described in clause (a), solicit the approval of Panavision’s equityholders, to the stockholders of the Company of any Waived 280G Benefits pursuant to extent required and in a vote manner intended to meet the requirements of Section comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the applicable Treasury Regulations regulations promulgated 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 Panavision Waived 280G Benefits were not approved by the stockholders Benefits. Prior to soliciting such waivers and soliciting such approval, Panavision shall provide drafts of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or waivers and such equityholder approval materials (including supporting calculations) 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 comments that Acquiror and its Representatives may provide thereon. Prior to the Closing DateClosing, the Company Panavision shall deliver to the SPAC Acquiror reasonably satisfactory evidence that a vote of the stockholders of the Company Panavision’s equityholders was solicited in accordance with the foregoing provisions of this Section 7.19 8.9 and that either (i) the requisite number of equityholder votes were 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, and, as a consequence, the such Panavision Waived 280G Benefits shall not be made paid or provided. The Company shall provide Notwithstanding the SPAC foregoing, to the extent that any contract, agreement, or plan is entered into by Acquiror, any of its Representatives, or the Surviving Corporation and a disqualified individual in connection with the Transactions prior to the Closing (the “Panavision Acquiror Arrangements”), Panavision’s failure to include any Panavision 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 waiver and disclosure statement within a reasonable time prior tocontract, and in no event later than two agreement or plan to Panavision at least ten (210) 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 days prior to the Closing Date, and sufficient information reasonably necessary to determine the Company shall provide the SPAC with a summary value (for purposes of Section 280G of the calculations and related documentation reasonably required 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 determine whether the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes constitute a “parachute payment” under Section 4999 280G of the Code.

Section 280G. To Following the extent necessary to avoid the application execution of Section 280G of the Code this Agreement and the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain waivers a waiver, from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would is reasonably be expected to constitute be a “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as promulgated thereunder) with respect to which any Group Company or any Blocker (each such Person waives his or her rights to some or all Person, a “Disqualified Individual”), of that portion of such payments and/or benefits (such Disqualified Individual’s payments or benefits actually waived, the “Waived 280G Benefits”) applicable to that would result in such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be Disqualified Individual’s receipt of any “excess parachute paymentspayment” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations promulgated thereunder) (collectively, “Excess Parachute Payments”), absent such waiver, and (b) following the execution of the waivers described in clause (a)solicit a stockholder vote, solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of and in accordance with Section 280G(b)(5)(B) and Treasury Regulation Section 1.280G-1, Q&A-7, (such approval, the “280G Approval”), with respect to any such waivers received, of the Code Excess Parachute Payments subject to such waivers, such that, if such payments and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory benefits are approved pursuant to the SPAC (provided that the SPAC’s approval of 280G Approval, such form payments and benefits shall not be unreasonably withheld or delayed)deemed to be Excess Parachute Payments. 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC Purchaser evidence reasonably satisfactory to the Purchaser that a vote of the stockholders of the Company 280G Approval was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.19 Code and the Treasury Regulations promulgated thereunder, and that either (i) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”)Approval was obtained, or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits such Excess Parachute Payments shall not be made or provided, pursuant to the waivers of the Excess Parachute Payments that were executed by the Disqualified Individuals. The Company shall provide prepare all documents in connection with this Section 8.07, including the SPAC with a copy of such waiver parachute payment calculations prepared by the Company and disclosure statement within a reasonable time prior toany amendment or supplement thereto (the “280G Documents”), and in no event later than two deliver the 280G Documents to the Purchaser within five (25) days prior to the Closing Date. The Purchaser and its counsel shall be given at least three (3) Business Days prior to, delivery to review and comment on the “disqualified individuals” and the stockholders of the Company of 280G Documents before such waiver and disclosure statement, respectivelymaterials are submitted for 280G Approval, and the Company shall reflect consider in such waiver good faith all comments of the Company and disclosure statement 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 SPAC (provided that direction of Purchaser, the SPAC’s approval Surviving Company or any of such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days 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 Company shall provide the SPAC with Purchaser provides materially incomplete or materially incorrect information, will not result in a summary breach of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code8.07.

Section 280G. To 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 avoid Section 280G(b)(4) of the application 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 the applicable final Treasury Regulations and rulings promulgated thereunder, no later than . At least five (5) Business Days prior to the Closing Date, the Company Buyer and its counsel shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a be given the right to any payments or benefits as a result review and comment on the form of or 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 transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G Company shall consider in good faith all 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 and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPACBuyer’s approval of such form shall not be unreasonably withheld or delayed)reasonable comments. 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 Prior to the Closing Date, the Company shall deliver to the SPAC Buyer and its counsel notification and evidence reasonably satisfactory to the Buyer 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 (ia) the requisite number Voting Stockholder approval was received for the Disqualified Individuals who executed 280G Waivers in conformance with Section 280G of votes were the Code and the regulations thereunder, or (b) such requisite Voting Stockholder approval has not been obtained with respect to “parachute payments,” payable to the Waived Disqualified Individuals who executed 280G Benefits (the “280G Approval”)Waivers, or (ii) that the 280G Approval was not obtained, and, and as a consequence, the Waived 280G Benefits such payments or benefits shall not be retained, 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings 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 (ai) 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 who is a “disqualified individual” within the meaning of Section 280G and who has a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G 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 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 thereunderCode), and (bii) following the execution of the waivers described in clause (ai), solicit the approval of the stockholders necessary equityholders of the Company Group Companies of any Waived 280G Benefits pursuant to a vote intended to meet that meets the requirements of Section 280G(b)(5)(B) of the Code and the applicable 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 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), and shall accept all reasonable and timely comments made thereto by Purchaser. 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 Prior to the Closing Date, the Company shall deliver to the SPAC Purchaser evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.19 6.25 and that either (iA) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G Approval”), or (iiB) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Notwithstanding the foregoing, (x) in no event shall this Section 6.25 be construed to require the Company shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, to compel any person to waive any existing rights and in no event later than two shall the Company be deemed in breach of this Section 6.25 if any such person refuses to waive any such rights and (2y) Business Days prior to, delivery any Section 280G analysis and/or disclosure shall only include information regarding arrangements entered into with Purchaser or its Affiliates to the “disqualified individuals” and the stockholders of extent such arrangements have been disclosed to 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codedate any waivers have been obtained.

Section 280G. To The Company shall use commercially reasonable efforts to solicit and obtain prior to the extent necessary initiation of the requisite shareholder approval procedure contemplated in this Section 5.14(e), a waiver of the right to avoid the application of receive payments that could constitute “parachute payments” under Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderregulations promulgated thereunder (a “Parachute Payment Waiver”), no later than five (5) Business Days prior in a form reasonably acceptable to the Closing DateBuyer, the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has whom the Company and/or Buyer reasonably believes is, with respect to the Company or any Company Subsidiary, a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure contemplated in this Section 5.14(e), and whom the Company believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Company shall have delivered each such Parachute Payment Waiver to Buyer on or before the Closing Date. The Company shall use commercially reasonable efforts to obtain the approval by such number of shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code so 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, render 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 payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the applicable Treasury Regulations thereunder, and (b) following the execution absence of the waivers described executed Parachute Payment Waivers by the affected Persons under this Section, might otherwise result, separately or in clause (a)the aggregate, solicit in the approval payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the stockholders of the Company of any Waived 280G Benefits pursuant Code, with such stockholder approval to be obtained in a vote intended to meet the manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code 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 including Q-7 of Section 1.280G-I of such form shall not be unreasonably withheld or delayed)Treasury Regulations. 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 No less than five (5) business days prior to the Closing DateClosing, the Company shall deliver forward to Buyer, and allow Buyer to review and comment upon, prior to submission to the SPAC evidence that a vote shareholders of the stockholders Company, copies of the Company was solicited all material documents prepared for purposes of complying with this provision and shall consider any such comments 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codegood faith.

Section 280G. To the extent necessary to avoid PTAC and the application Company agree in good faith that the transactions contemplated by this Agreement constitute a “change in control event” within the meaning of Section 280G of the Code, the 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 satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the applicable final Treasury Regulations right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and rulings thereunderapproval materials, the Company shall provide drafts of the calculations, waivers and approval materials to PTAC for its review and comment no later than five (5) Business Days prior to the Closing Datesoliciting such waivers and soliciting such approval, and the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person who has a right to consider in good faith any payments or benefits as a result of or in connection with the transactions contemplated comments provided by this Agreement that would reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G PTAC. If any 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 fail to a vote intended to meet be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code 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 Prior to the Closing DateClosing, the Company shall deliver to the SPAC PTAC evidence reasonably acceptable to PTAC that a vote of the stockholders of the Company shareholders was solicited in accordance with the foregoing provisions of this Section 7.19 and that either (i) the requisite number of votes were of the Company shareholders 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 retained 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To Between the extent necessary date hereof and the Closing Date, the Company will use prompt and commercially reasonable efforts (which efforts shall not, for clarity, include the requirement to avoid offer or provide any additional value or any other financial accommodation to any Person) to obtain waivers and solicit shareholder approval of any payments that may, separately or in the application aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code) that may be made to individuals who are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) in connection with the transactions contemplated by this Agreement, such that such payments would not be deemed to constitute “excess parachute payments” pursuant to Section 280G of the Code; provided that, for clarity, Company shall not be in breach of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable final Treasury Regulations payments and rulings thereundersubmit them to the applicable stockholder vote and/or as a result of the requisite shareholder approval not to be obtained; provided, no later than five that the Company shall immediately notify Purchaser of either such circumstance. The Company will provide drafts of the waiver, disclosure and consent documentation associated with the foregoing at least seven (57) Business Days calendar days prior to the Closing Dateintended dissemination thereof and will consider in good faith any comments of Purchaser thereto that are provided to the Company at least one (1) calendar day prior to such intended dissemination. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is or is contemplated to be entered into by Purchaser, the Surviving Company shall (a) use commercially reasonable efforts to obtain waivers from each Person or any of their Affiliates and a disqualified individual who has been identified to Purchaser as such in connection with the transactions contemplated by this Agreement before the Closing Date (the “Purchaser Arrangements”), which may reasonably constitute or require a right payment to such disqualified individual that is contingent upon a change in control within the meaning the Section 280G of the Code, Purchaser shall provide a copy of such contract, agreement or plan to the Company and the Sellers’ Representative at least fifteen (15) 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 as a result of granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that would reasonably be expected to could constitute a “excess parachute paymentspayment” within the meaning of under Section 280G 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 waivedCode; provided that, in any event, the “Waived 280G Benefits”) applicable Company’s failure to such Person so that all remaining payments or benefits applicable include any Purchaser Arrangements which are not communicated 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 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 intended dissemination of the stockholders disclosure and consent documentation in the stockholder voting materials described herein will not result in a breach 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, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described covenants set forth in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code4.8.

Section 280G. 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 who has a right to any payments or benefits as a result of or Notwithstanding anything contained in connection with the transactions contemplated by this Agreement to the contrary, (i) to the extent that would reasonably be expected any payment or distribution of any type to constitute “excess parachute payments” or for the benefit of Xxxxxxx by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune’s assets (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person waives his regulations thereunder), or her rights to some or all any affiliate of such payments and/or benefits person or entity, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits actually waived, the “Waived 280G BenefitsPayments”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be constitutes “excess parachute payments” (within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunderCode), and if (bii) following such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the execution excise tax imposed under Section 4999 of the waivers described in clause Code (athe “Excise Tax”), solicit be less than the amount Xxxxxxx would receive, after all taxes, if Xxxxxxx received aggregate Payments equal (as valued under Section 280G of the Code) to only three times Xxxxxxx’ “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to Xxxxxxx shall be subject to the Excise Tax; provided, however, that, solely to the extent applicable, Altimmune shall use its reasonable best efforts to obtain shareholder approval of the stockholders Payments provided for in this Agreement in a manner intended to satisfy requirements of the Company of any Waived “shareholder approval” exception to Section 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations regulations promulgated thereunder, which related documents shall such that payment may be in a form reasonably satisfactory made to the SPAC (provided that the SPAC’s approval Xxxxxxx of such form Payments without the application of an Excise Tax. If the Payments are so reduced, Altimmune shall not be unreasonably withheld reduce or delayed). To eliminate the extent any Payments (x) by first reducing or eliminating the portion of the Waived 280G Benefits were Payments which are not approved by the stockholders payable in cash (other than that portion of the Company as contemplated abovePayments subject to clause (z) hereof), such Waived 280G Benefits shall not be made (y) then by reducing or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC evidence eliminating cash payments (other than that a vote portion of the stockholders Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion of the Company was solicited Payments (whether payable in accordance cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid 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 farthest 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Codetime.

Section 280G. To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no No later than five three (53) Business Days days prior to the Closing DateClosing, the Company shall (ai) use commercially reasonable efforts to obtain waivers secure from each any Person who (A) is a “disqualified individual” (as defined in Section 280G of the Code) and (B) has a right or potential right to any payments or and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would could reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which Code, a waiver of all or a portion of such Person waives his or her Person’s rights to some or all of any such payments and/or benefits (benefits, such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and (the applicable Treasury Regulations thereunder“Waived 280G Benefits”), and (bii) following for all such obtained waivers, submit for approval by the execution of Company’s shareholders the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant Benefits, to a vote intended to meet the requirements of Section extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code 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 Code. The Company shall not be unreasonably withheld pay or delayed). To the extent provide any of the Waived 280G Benefits were not approved by the stockholders of the Company as contemplated aboveBenefits, if such Waived 280G Benefits shall are 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 approved by the SPAC (provided that the SPACCompany’s approval of such changes shall not be unreasonably withheld or delayed)shareholders as contemplated above. No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary to Parent and its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and related documentation Parent shall have reasonable opportunity to comment thereon. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent evidence reasonably required satisfactory to determine whether the Parent that (x) a vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the CodeCompany’s shareholders was conducted and the requisite approval received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company shareholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided (collectively, this section is the “280G Covenant”).

Section 280G. 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 If any Person who has is a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the applicable Department of Treasury Regulations thereunder and as regulations promulgated thereunder) with respect to which such Person waives his the Company or her rights the Company Subsidiary is entitled to some receive any payment(s) or all of such benefit(s) that would constitute parachute 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 under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall obtain and the applicable Treasury Regulations thereunder, deliver to Parent a Parachute Payment Waiver from each such “disqualified individual”; and (b) as soon as practicable following the execution delivery of the waivers described in clause Parachute Payment Waivers (a)if any) to Parent, solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant shall prepare and distribute to its shareholders a vote intended disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to meet its shareholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable Department of Treasury Regulations regulations promulgated thereunder, which related documents shall be in a form reasonably satisfactory to such that, if approved by the SPAC (provided that requisite majority of the SPAC’s approval of shareholders, such form payments and benefits shall not be unreasonably withheld or delayeddeemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “Section 280G Vote”). To Prior to the extent any of the Waived Closing, if a Section 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 DateVote is required, the Company shall deliver to the SPAC Parent evidence reasonably satisfactory to Parent, (i) that a vote of the stockholders of the Company Section 280G Vote was solicited in accordance conformance with Section 280G of the foregoing provisions of this Section 7.19 Code, and that either (i) the requisite number of votes were shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Waived 280G Benefits Company shareholder vote (the “Section 280G Approval”), ) or (ii) that the Section 280G Approval was not obtained, and, obtained and as a consequence, pursuant to the Waived 280G Benefits Parachute Payment Waiver, such “parachute payments” 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 form of the Company of such waiver and Parachute Payment Waiver, the disclosure statement, respectively, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the Company calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall reflect in such waiver be subject to advance review and disclosure statement any changes reasonably requested approval by the SPAC (provided that the SPAC’s Parent, which approval of such changes shall not be unreasonably withheld withheld, conditioned or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. 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 Prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain waivers request from each Person who has person (each, a right “Disqualified Individual”) to whom any payments payment or benefits as a result of benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would could constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) execute a waiver agreement providing that such Disqualified 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, 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 Contract entered into or negotiated by DFB Healthcare or its affiliates (“DFB Healthcare Payments”), together with all Section 280G Payments, could reasonably be expected considered to constitute be “excess parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code at least fifteen (15) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the applicable Treasury Regulations thereunder and as Closing Date). Prior to which such Person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waivedthe Closing, the “Company shall submit the Waived 280G Benefits”Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 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) applicable of the Code; provided, that in no event shall this Section 7.06 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 Person so that all remaining payments Disqualified Individual has with any of the Company or benefits applicable to such Person any Company Subsidiary or any other person and in no event shall not the Company (or any of its affiliates) be deemed in breach of this Section 7.06 if any such Disqualified Individual refuses to waive any such rights or it the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 7.06 or otherwise in this Agreement, to the extent DFB Healthcare has provided inaccurate information, or DFB Healthcare’s omission of information has resulted in inaccurate information, with respect to any DFB Healthcare Payments, there shall be “excess parachute payments” within no breach of the meaning covenant contained herein to the extent caused by such inaccurate or omitted information. The Company shall provide DFB Healthcare and its counsel with a copy of the Section 280G of calculations, as well as any waiver agreement, the Code disclosure statement and the applicable Treasury Regulations thereunder, stockholder consent contemplated by this Section 7.06 within a reasonable time prior to delivery to each Disqualified Individual 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 such waiver agreement, disclosure statement and stockholder consent, respectively, and the applicable Treasury Regulations thereunder, which related documents Company shall be consider in a form good faith any changes reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld requested by DFB Healthcare or delayed)its counsel. 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 Prior to the Closing Date, the Company shall shall, to the extent that the Company receives waivers from any Disqualified Individual, deliver to the SPAC 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 7.19 7.06 with respect to the Waived Benefits pursuant to such waiver and that either (ia) the requisite number of votes were of the stockholders of the Company was obtained with respect to the such Waived 280G Benefits (the “280G Approval”), ) or (iib) that the 280G Approval was not obtained, and, as a consequence, the such 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.

Section 280G. To The Company shall, prior to the extent necessary to avoid the application of Closing (i) secure from any Person who is a “disqualified individual”, as defined in Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunderCode, no later than five (5) Business Days prior to the Closing Date, of the Company shall (a) use commercially reasonable efforts to obtain waivers from each Person 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 as a result of or in connection with the transactions contemplated by this Agreement consummation of the Merger (either alone or upon the occurrence of any additional or subsequent events) that would reasonably be expected deemed to constitute “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which Code, a binding written waiver of such Person waives his or her Person’s rights to some or all of any such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so to the extent that all remaining payments or and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to 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 Benefits”) to the extent such parachute payments are not subsequently approved pursuant to a stockholder vote intended to meet in accordance with the requirements of Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and (such vote the applicable Treasury Regulations thereunder“280G Stockholder Vote”); (ii) submit for approval by the Company Stockholders the Waived 280G Benefits, which related documents shall be in a form reasonably satisfactory to the SPAC extent and in the manner that satisfies the requirements of the 280G Stockholder Vote; and (provided that iii) provide all required disclosure to all persons entitled to vote under Section 280G(b)(5)(B)(ii) of the SPAC’s approval Code and hold a vote of such form stockholders in the manner intended to satisfy the requirements of the 280G Stockholder Vote. The Company shall not be unreasonably withheld or delayed). To the extent pay any of the Waived 280G Benefits were if such payment is not approved by the stockholders of the Company Stockholders as contemplated above. If applicable, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC Parent evidence satisfactory to Parent that a vote of the stockholders Company Stockholders was received in conformance with Section 280G of the Company was solicited in accordance with Code and the foregoing provisions of this Section 7.19 and regulations thereunder, or that either (i) the such requisite number of votes were stockholder approval has not been obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtainedBenefits, and, as a consequence, the Waived 280G Benefits have not been and 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 No fewer than two (2) Business Days prior 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, but not limited to, delivery to the “disqualified individuals” and the stockholders of the Company of such waiver and any stockholder consent form, disclosure statement, respectivelyor waiver, and the Company shall reflect in revise any such waiver and disclosure statement documents or agreements to take into account any changes reasonably requested by the SPAC (reasonable comments received from Parent on such documents or agreements; provided that Parent shall in no way be responsible for any of the SPAC’s approval content of such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described disclosure except for information supplied in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codewriting by Parent expressly for inclusion therein.

Section 280G. 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 Prior to the Closing Date, the Company shall (a) use commercially reasonable best efforts to obtain waivers from each Person who has “disqualified individual” (as defined in Section 280G(c) of the Code) a right to waiver of any payments or benefits as a that might otherwise reasonably result in the payment or provision of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute payments” within (as defined in Section 280G(b)(2) of the meaning 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 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 applicable Treasury Regulations thereunder and as avoidance of doubt, shall be, with respect to which such Person waives his or her rights to some or all any individual, the amounts in excess of 299% of such payments and/or benefits individual’s “base amount” (such payments or benefits actually waived, as defined in Section 280G(b)(3) of the Code)) shall be collectively referred to as 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 Waived Payments”). At least five days prior to the Code Closing Date, the Seller and the applicable Treasury Regulations thereunderCompany shall submit, and (b) following the execution of the waivers described in clause (a)accompanied by adequate disclosure, solicit the for shareholder approval of the stockholders of the Company of any Waived all Section 280G Benefits pursuant to a vote intended to meet Waived Payments in accordance with the requirements terms of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunderthereunder 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 7.6 that, which related documents in the absence of such waiver, might otherwise reasonably result in the provision of any payments or benefits that would be a “parachute payment” under Section 280G of the Code. The Seller shall be in a form reasonably satisfactory provide to the SPAC Purchaser, no later than five (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 5) days prior to obtaining the Closing Datewaivers, 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 drafts of votes were obtained with respect any waivers, disclosure documents, shareholder consent forms and other relevant documents relating to the Waived 280G Benefits (waiver and vote prepared by the “280G Approval”), Seller or the Company in connection with this Section 7.6 and (ii) that reasonable documentation regarding the determination of the Section 280G Approval was not obtained, andWaived Payments. Seller and the Company, as a consequenceapplicable, the Waived 280G Benefits shall not be incorporate any comments 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 Purchaser prior to obtaining the Closing Date, waivers and soliciting the Company shall provide the SPAC with a summary of the 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 4999 of the Codevote.

Section 280G. 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 ​ Not less than five three (53) Business Days prior to the Closing Date, the Company shall submit to the Stockholders for approval (ain a manner and with disclosure documentation reasonably satisfactory to Parent) use commercially reasonable efforts by a vote of such Stockholders as is required pursuant to obtain waivers from each Person who has a right to Section 280G(b)(5)(B) of the Code and the Treasury Regulations issued thereunder (the “280G Stockholder Vote”), any such payments or other benefits as a result of that may, separately or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute aggregate, result in “excess parachute payments” within the meaning of Section 280G 280G(b) of the Code (determined without regard to Section 280G(b)(4) 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 BenefitsPayments”) applicable to ), such Person so that all remaining payments or benefits applicable to that, if the 280G Stockholder Vote is received approving the 280G Payments, such Person 280G Payments shall not be deemed cause there to be “excess parachute payments” within the meaning of 280G(b)(1) of the Code and the Treasury Regulations thereunder. 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, the Company 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 and all rights to any payments, to the extent such payments would cause the 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 effect with respect to any item covered thereby to the extent the 280G Stockholder Vote for such item is obtained. In addition, the Company shall provide adequate disclosure to the Stockholders (including to the extent required by Section 280G of the Code and the applicable Treasury Regulations thereunder) of all material facts concerning all payments to any such Disqualified Individual that, and (b) following but for the execution 280G Stockholder Vote, could be deemed “parachute payments” under Section 280G of the waivers described Code 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 manner that satisfies Section 280G(b)(5)(B) (ii) of the Code and the applicable Treasury Regulations thereunder, which related documents . Parent and its counsel 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 with drafts of the Waived disclosure statement, 280G Benefits were not approved Waivers, and the consent to be signed by Stockholders referenced in this Section 5.13 for review and approval before being finalized. Parent and its counsel shall also be provided copies of all documents executed 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 Stockholders and Disqualified Individuals in accordance connection 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 providedStockholder Vote. 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, the Company shall provide the SPAC with a summary of the 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 4999 of the Code.​

Section 280G. 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 Prior to the Closing DateClosing, the Company shall (a) use commercially reasonable efforts to obtain waivers solicit from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments or and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably could be expected deemed to constitute “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which a waiver of all or a portion of such Person waives his or her Person’s rights to some or all of any “excess parachute payments”, 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 and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of pursuant to Section 280G of the Code and (the applicable Treasury Regulations thereunder“Waived 280G Benefits”), and (b) following for all such obtained waivers, submit for approval by the execution of Company’s stockholders 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 Benefits, in accordance with the requirements of Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code Code. No later than two (2) Business Days before soliciting such waivers, the Company shall provide to Purchaser and its counsel drafts of the applicable Treasury Regulations thereunderconsent, which related documents waiver, disclosure statement and calculations necessary to effectuate the approval process for review and shall be consider any comments in a form reasonably satisfactory good faith. At least seven (7) days prior to the SPAC Closing, Purchaser shall disclose to the Company all material terms and values regarding (x) any payment or benefit provided that by Purchaser or an Affiliate of Purchaser (other than the SPACCompany) and (y) any payment or benefit provided by the Company at Purchaser’s approval of such form 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 not be unreasonably withheld or delayed)violation of this Section 6.14 if it solicits the stockholder vote without including the Purchaser Arrangements. 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 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) notify Purchaser whether or not the requisite number of votes were stockholder approval has not been 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeBenefits.

Section 280G. To the extent necessary to avoid the application of Section applicable payment rights are waived and 280G Waivers obtained or are otherwise not payable absent approval of the Code and Stockholders, the applicable final Treasury Regulations and rulings thereunderCompany shall promptly, but, in any event, no later than five two (52) Business Days prior to the Closing DateFirst Effective Time, submit for approval by the Stockholders by the requisite vote (and in a manner satisfactory to Parent), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (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 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 (b) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the vote of the Stockholders (the “280G Waivers”). Prior to soliciting the 280G Approval, the Company shall (a) use commercially reasonable efforts to obtain waivers and deliver to Parent a 280G Waiver from each Person who has the Company reasonably believes is, with respect to the Company, a right to any payments or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “excess parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code Code) and who has received or could otherwise receive or have the applicable Treasury Regulations thereunder and as right or entitlement 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 receive any Section 280G of Payments. Prior to obtaining the Code and the applicable Treasury Regulations thereunder, and (b) following the execution of the waivers 280G 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 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 Dateprevious sentence, the Company shall deliver provide, or cause to the SPAC evidence that be provided, to Parent a vote draft of all solicitation and related documents (including any calculations of the stockholders of the Company was solicited Section 280G Payments) contemplated 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”)5.04, or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedincluding any disclosure documents. The Company shall provide the SPAC with a copy of incorporate any reasonable comments into 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 documents that are made timely 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, the Company shall provide the SPAC with a summary of the 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 4999 of the CodeParent.