Common use of 280G Matters Clause in Contracts

280G Matters. (a) Prior to the Closing, the Company will provide each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

280G Matters. (a) Prior If required to avoid the Closingimposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the Transactions, the Company will provide (a) no later than two (2) Business Days prior to soliciting approval from the Company Stockholders, as set forth in clause (b) below, obtain from each “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to who may receive any payment payments or benefits that would 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 “Unconditionally Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or and (iib) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers solicit with respect to the Conditionally Waived each individual who provides a duly executed 280G BenefitsWaiver, approval of the Company will submit to Stockholders (in a stockholder vote (along with adequate disclosure manner satisfying the requirements of Section 280G(b)(5)(B)(ii280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and any regulations the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A- 7) of the right rights of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days As promptly as practicable prior to soliciting such waivers and, if applicable, stockholder vote, 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent SPAC for its review and approval prior (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to soliciting be approved by the Company Stockholders as contemplated above, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any Prior to the Closing Date, the Company shall deliver to SPAC evidence reasonably acceptable to SPAC that a vote of the Conditionally Company Stockholders was solicited in accordance with the foregoing provisions of this Section 7.04 and that either (i) the requisite number of votes of the Company Stockholders was obtained with respect to any Waived 280G Benefits fail to be approved by (the stockholders “280G Approval”) or (ii) the 280G Approval was not obtained, and, as contemplated abovea consequence, such Conditionally any Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

280G Matters. (a) Prior to the ClosingClosing Date, the Company will provide each shall solicit a vote by the Company Stockholders, intended to comply with Section 280G(b)(5)(B) of the Code, with respect to the right of any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of as defined under Section 280G of the Code) to receive or (ii) waive such “disqualified individual’s” rights to some or all retain any payments that would, in the absence of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefitsstockholder approval, if any, shall not be deemed to be “constitute excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior Prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating seek from each Person determined by the information regarding Parent 280G Payments Company in good faith to be a disqualified individual a waiver that provides that no payments and/or benefits that would separately or in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to aggregate constitute a “excess parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A280G(b)(1) of the CodeCode (“Parachute Payments”) to any “disqualified individual” with respect to such disqualified individual shall, in the absence of stockholder approval obtained pursuant to the stockholder vote described 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 the payor 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. Any payments and benefits to be provided to any disqualifying individuals by Parent or its Affiliates shall be taken into account for purposes of calculating Parachute Payments and for purposes of Company compliance with this Agreement only if information relating thereto is timely provided to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested in adequate detail. All materials produced by the Company in connection with the Company’s compliance with implementation of this Section 7.145.21 shall be provided to Parent at least five (5) Business Days in advance for Parent’s review and comment, and the Company shall consider any of Parent’s requested changes or comments in good faith and shall consent to include them, such consent not to be unreasonably withheld.

280G Matters. (a) Prior to To the Closing, the Company will provide each extent that any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the CodeCode and the regulations thereunder) with has the opportunity right to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to receive any payment payments or benefits that would could be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) of the CodeCode and the regulations thereunder), then, the Company will (i) prior to the Closing Date, use commercially reasonable efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Unconditionally Waived 280G Benefits”) so that all any remaining payments and/or benefits, if any, benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or Code and the regulations thereunder), and (ii) waive such “disqualified individual’s” rights prior to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefitsClosing Date, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to each individual who agrees to the Conditionally Waived 280G Benefitswaiver described in clause (i), the Company will submit to a stockholder vote (along of holders of the equity interests of the Company entitled to vote on such matters, in a manner intended to comply with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii280G(b)(5) of the Code and any the regulations promulgated thereunder) , along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five At least three (3) Business Days prior to soliciting such waivers and, if applicable, stockholder voteand approval, the Company shall provide drafts of such materials (incorporating waivers and disclosure and approval materials, including the information regarding Parent underlying Section 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) calculations, to Parent for its review and approval comment prior to soliciting such waivers andwaivers, if applicableprovided that the Company shall accept all reasonable and timely comments provided by Parent. If any of the Waived 280G Benefits fail to be approved as contemplated above, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any To the extent applicable, the Company shall deliver to Parent evidence that a vote of holders of the Conditionally equity interests of the Company was solicited in accordance with the foregoing provisions of this Section 6.25 and that either (i) the requisite number of votes of holders of the equity interests of the Company was obtained with respect to the Waived 280G Benefits fail to be approved by (the stockholders “280G Approval”) or (ii) the 280G Approval was not obtained, and, as contemplated abovea result, such Conditionally no Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

280G Matters. As soon as reasonably practicable following the date of this Agreement, and in any event no later than two (2) Business Days prior to the Closing Date, the Company shall (a) Prior obtain and deliver to Parent, prior to the Closing, initiation of the Company will provide Stockholder approval procedure under clause (b) below, from each Person who is, with respect to the Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individual (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to the Company Stockholders for approval (in a manner satisfactory to Parent) by such number of Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (ii) waive within the meaning of Section 280G of the Code), such “disqualified individual’s” rights to some or all of that such payments or and benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior to soliciting such waivers andAs soon as practicable following the date of this Agreement, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Parent evidence reasonably satisfactory to Parent, (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting the Parachute Payment Waiver, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail Parachute Payment Waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. (a) Prior to the Closing, the Company will provide each If any Person who is a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the CodeCode and the Treasury Regulations promulgated thereunder) with respect to any Purchased Company (the each, a “Unconditionally Waived Disqualified Individual”) may receive any payment(s) or benefit(s) that could reasonably be expected to constitute “parachute payments” under Section 280G Benefitsof the Code in connection with the Transactions, then: (a) the Company shall solicit and use reasonable best efforts to obtain and deliver to Purchaser prior to the initiation of the 280G Vote under clause (b) a signed waiver of such Disqualified Individual’s rights to all such payments or benefits applicable to such Disqualified Individual (a “Parachute Payment Waiver”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) prior to the Closing Date, the Company shall use commercially reasonable efforts to prepare and distribute to Seller’s or the applicable Purchased Company’s equityholders (iias applicable) waive a disclosure statement providing adequate disclosure of all potential parachute payments and benefits that may be received by such “disqualified individual’s” rights to some or all of Disqualified Individual(s) and shall submit such payments or and benefits (to such equityholders for approval, in each case, in accordance with the “Conditionally Waived 280G Benefits”requirements of Section 280G(b)(5)(B) so that all remaining payments and/or benefitsof the Code and the Treasury Regulations promulgated thereunder, such that, if anyapproved by the requisite equityholders, such payments and benefits shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior Prior to soliciting such waivers andthe Closing, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Purchaser reasonably satisfactory evidence (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in accordance with the notice from Parent provided pursuant preceding sentence, and the requisite equityholder approval was obtained with respect to Section 7.14(c)) any payments and/or benefits that were subject to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived the 280G Benefits Vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, all payments or benefits waived under the Parachute Payment Waiver shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail Parachute Payment Waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, submitted to such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company equityholders in connection with the Company’s compliance with 280G Vote and the calculations related to the foregoing shall be subject to advance timely review and reasonable comment by Purchaser. No less than twenty (20) Business Days prior to the Closing Date, Purchaser shall provide the Company all relevant information and documentation relating to any new payments and/or benefits to be provided by Purchaser or any of its Affiliates that could be deemed to constitute “parachute payments” (the “Purchaser Arrangements”). Notwithstanding anything to the contrary in this Section 7.146.15 or otherwise in this Agreement, to the extent Purchaser has provided inaccurate information relating to the Purchaser Arrangements, or Purchaser’s omission of information relating to the Purchaser Arrangements has resulted in inaccurate or incomplete information, there shall be no breach of the covenants contained in this Section 6.15 or the representation contained in Section 4.17(p).

280G Matters. As soon as reasonably practicable following the date of this Agreement, and in any event within two (2) Business Days prior to the Closing Date, the Company shall (a) Prior obtain and deliver to Parent, prior to the Closing, initiation of the Company will provide Stockholder approval procedure under clause (b) below, from each Person who is, with respect to the Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individual (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to the Company Stockholders for approval (in a manner satisfactory to Parent) by such number of Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (ii) waive within the meaning of Section 280G of the Code), such “disqualified individual’s” rights to some or all of that such payments or and benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior to soliciting such waivers andAs soon as practicable following the date of this Agreement, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Parent evidence reasonably satisfactory to Parent, (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting the Parachute Payment Waiver, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail Parachute Payment Waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. Promptly following the date of this Agreement, and in any event no later than two (2) Business Days prior to the Closing Date, the Company shall (a) Prior use commercially reasonable efforts to obtain and deliver to Parent, prior to the Closing, initiation of the Company will provide Stockholder approval procedure under clause (b) below, from each Person who is, with respect to the Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individual (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Parent) by such Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (ii) waive within the meaning of Section 280G of the Code), such “disqualified individual’s” rights to some or all of that such payments or and benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior Prior to soliciting such waivers andthe Effective Time, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials (incorporating the information regarding deliver to Parent evidence reasonably satisfactory to Parent, that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and (i) the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting the Parachute Payment Waivers that were obtained from the Disqualified Individuals, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or providedprovided to such Disqualified Individuals. If any The form of the Conditionally Waived 280G Benefits fail Parachute Payment Waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. The Company shall request that each Person (aeach, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that would 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 with a Disqualified Individual (“Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least 15 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 Closing, the Company will provide shall submit the Waived Benefits of each “disqualified individual” Disqualified Individual who has executed a waiver in accordance with respect this Section 6.14 for approval of the Company’s Stockholders and such Disqualified Individual’s right to receive the Company (within Waived Benefits shall be conditioned upon receipt of the meaning of requisite approval by the Company’s Stockholders in a manner that complies with Section 280G(c280G(b)(5)(B) of the Code; provided, that in no event shall this Section 6.14 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 opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to Company, any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) Subsidiary of the CodeCompany or any other Person, and in no event shall the Company (or any of its Affiliates) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed in breach of this Section 6.14 if any such Disqualified Individual refuses to be “excess parachute payments” (within waive any such rights or if the meaning Stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.14 or otherwise in this Agreement, to the extent Parent has provided inaccurate information, or the Parent’s omission of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefitsinformation has resulted in inaccurate information, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to any Parent Payments, there shall be no breach of the Conditionally Waived 280G Benefits, covenant contained herein to the extent caused by such inaccurate or omitted information. The Company shall provide Parent and its counsel with a copy of the waiver agreement and the disclosure statement contemplated by this Section 6.14 within a reasonable time prior to delivery to each Disqualified Individual and the Stockholders of the Company will submit to a stockholder vote (along with adequate of such waiver agreement and disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code statement, respectively, and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments consider in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If good faith any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as changes reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14Parent or its counsel.

280G Matters. To the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby (aeither alone or together with any other event) Prior would reasonably be expected to the Closing, the Company will provide each entitle any “disqualified individual” with respect to any payments or benefits that, separately or in the aggregate, may constitute “parachute payments” (as each such term is defined in Section 280G of the Code and the applicable rulings and final regulations thereunder (“Section 280G Payments”)), then, prior to the Second Merger Effective Time, the Company or its applicable Affiliate will (within i) use commercially reasonable efforts to obtain a waiver from each such disqualified individual of his or her right to receive any payment that could constitute a Section 280G Payment (collectively, the meaning “Waived Payments”) at least one Business Day prior to submitting the Waived Payments for shareholder approval pursuant to the following clause (ii), (ii) submit to the holders of shares of Company Stock entitled to vote for approval, meeting the requirements of Section 280G(c280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder, and (iii) provide all required disclosure to all Persons entitled to vote under Section 280G(b)(5)(B)(ii) of the Code) with , such that the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within deduction of the meaning Waived Payments will not be limited by the application of Section 280G(b)(2)(A) 280G of the Code) Code and the applicable rulings and final regulations thereunder. To the extent any arrangements are entered into at the direction of Parent or between Parent and its Affiliates, on the one hand, and a disqualified individual on the other hand (the “Unconditionally Waived 280G BenefitsParent Arrangements”) so before the Closing Date, the Company shall include such Parent Arrangements in the equityholder voting materials described herein, provided that all remaining payments and/or benefitsParent provides to the Company, if anyno less than seven Business Days prior to the Condition Satisfaction Date, shall not be deemed a written description of the Parent Arrangements and cooperates with the Company in good faith in order to be “excess parachute payments” calculate or determine the value (within the meaning for purposes of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such any payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments granted or contemplated in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers andArrangements, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to could constitute a “parachute payment” under Section 280G of the Code. At least three Business Days prior to the Condition Satisfaction Date, the Company will deliver to Parent certification that either (within x) the meaning of shareholder vote was solicited in conformity with Section 280G(b)(2)(A280G(b)(5)(B) of the Code) Code and the applicable rulings and final regulations thereunder and the requisite approval of holders of shares of Company Stock entitled to any “disqualified individual” vote was obtained with respect to the Company Section 280G Payments, or (within y) the meaning of Section 280G(c) shareholder approval of the Code) Section 280G Payments was not obtained and that, as a consequence, no Waived Payments will cooperate as reasonably requested be made. Parent and its counsel shall be given a reasonable opportunity to review and comment on all documents prepared by the Company in connection with this Section 6.08, including the Company’s compliance parachute payment calculations prepared by the Company and/or its Representatives and any amendment or supplement thereto at least three Business Days before such materials are provided to the holders of shares of Company Stock, and the Company shall consider in good faith all comments of Parent and its counsel in connection therewith; provided that (except with respect to any Parent Arrangements which were not disclosed to the Company in accordance with this Section 7.14.6.08) Parent shall in no way be responsible for any of the content of such materials or the information contained therein. 104

280G Matters. (a) Prior to Except as provided in any other agreement between the ClosingGrantee and the Company, in the Company will provide each “disqualified individual” with respect to event it shall be determined that any payment or distribution in the Company nature of compensation (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“disqualified individual” Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the Company (within “Excise Tax”), then the meaning of Section 280G(c) amount of the CodePayment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and will cooperate as reasonably requested any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company in connection with the Company’s compliance with accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section 7.14.shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 29 shall survive the settlement and termination of this Agreement. Signature Page to Performance Share Units Agreement dated as of July 18, 2018, between Liberty Latin America Ltd. and the Grantee LIBERTY LATIN AMERICA LTD. By: /s/ Authorized Signatory Name: Authorized Signatory Title: Senior Vice President ACCEPTED: Grantee Name: Xxxxx Xxxx Address: City/State/Country: Optionee ID: Grant No. _________

280G Matters. (a) Prior to Except as provided in any other agreement between the ClosingGrantee and the Company, in the Company will provide each “disqualified individual” with respect to event it shall be determined that any payment or distribution in the Company nature of compensation (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“disqualified individual” Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the Company (within “Excise Tax”), then the meaning of Section 280G(c) amount of the CodePayment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and will cooperate as reasonably requested any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company in connection with the Company’s compliance with accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section 7.14.shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 25 shall survive the settlement and termination of this Agreement. Signature Page to Restricted Share Units Agreement dated March __, 202_, between Liberty Latin America Ltd. and Grantee LIBERTY LATIN AMERICA LTD. By: ______________________________________ Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: Grantee Name: Xxxxx Xxxx Xxxxx ID Number Number Awarded XXXX (Class A) Restricted Share Units XXXXX (Class C) Restricted Share Units

280G Matters. The Company shall use commercially reasonable efforts to obtain from each Person (aeach, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code (“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. 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 considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least 10 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 Closing, the Company will provide shall submit the Waived Benefits of each “disqualified individual” Disqualified Individual who has executed a waiver in accordance with respect this Section 6.14 for approval of the Company’s Stockholders and such Disqualified Individual’s right to receive the Company (within Waived Benefits shall be conditioned upon receipt of the meaning of requisite approval by the Company’s Stockholders in a manner that complies with Section 280G(c280G(b)(5)(B) of the Code; provided that in no event shall this Section 6.14 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 opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to Company, any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) Subsidiary of the CodeCompany or any other Person, and in no event shall the Company (or any of its Affiliates) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed in breach of this Section 6.14 if any such Disqualified Individual refuses to be “excess parachute payments” (within waive any such rights or if the meaning Stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.14 or otherwise in this Agreement, to the extent Parent has provided inaccurate information, or Parent’s omission of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefitsinformation has resulted in inaccurate information, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to any Parent Payments, there shall be no breach of the Conditionally Waived 280G Benefitscovenant contained herein to the extent caused by such inaccurate or omitted information. The Company shall provide Parent and its counsel with a copy of any calculations, waiver agreement, disclosure statement and Stockholder consent contemplated by this Section 6.14 within a reasonable time, and no less than two Business Days, prior to delivery to each Disqualified Individual and the Stockholders of the Company will submit to a stockholder vote (along with adequate of such waiver agreement and disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code statement, respectively, and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments consider in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If good faith any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as changes reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14Parent or its counsel.

280G Matters. (a) Prior to the ClosingClosing Date, the Company will provide each shall solicit a vote by the Company Stockholders, intended to comply with Section 280G(b)(5)(B) of the Code, with respect to the right of any “disqualified individual” with respect (as defined under Section 280G of the Code) to receive or retain any payments that would, in the absence of such stockholder approval, constitute excess parachute payments. Prior to soliciting such vote, the Company (shall seek from each Person determined by the Company in good faith to be a disqualified individual a waiver that provides that no payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(c280G(b)(1) of the CodeCode (“Parachute Payments”) with respect to such disqualified individual shall, in the opportunity absence of stockholder approval obtained pursuant to either (i) unconditionally waive and forfeit the stockholder vote described 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 the payor 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’s” rights . Notwithstanding the foregoing, to the extent that any payment contract, agreement, or benefits that would constitute plan is entered into by Parent, or any of its Affiliates and a “parachute payment” (within disqualified individual in connection with the meaning of Section 280G(b)(2)(A) of transactions contemplated by this Agreement before the Code) Closing Date (the “Unconditionally Waived 280G BenefitsParent Arrangements”), the Parent shall provide a confidential copy of such contract, agreement or plan to the Company’s legal Representative at least ten (10) so that all remaining payments and/or benefits, if any, days before the Closing Date and shall not be deemed cooperate with the Company in good faith in order to be “excess parachute payments” calculate or determine the value (within for the meaning purposes of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such any payments or benefits (granted or contemplated therein, which may be paid or granted in connection with the “Conditionally Waived 280G Benefits”) so transactions contemplated by this Agreement that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to could constitute a “parachute payment” (within the meaning of under Section 280G(b)(2)(A) 280G of the Code) . Any payments and benefits to be provided to any “disqualified individual” with respect disqualifying individuals by Parent or its Affiliates that are timely provided to the Company (within in accordance with the meaning previous sentence shall be taken into account for purposes of Section 280G(c) calculating Parachute Payments and for purposes of the Code) and will cooperate as reasonably requested Company’s compliance with this Agreement. All materials produced by the Company in connection with the Company’s compliance with implementation of this Section 7.145.08 shall be provided to Parent at least four (4) days in advance of distribution to the Company Stockholders, for Parent’s review and comment, and the Company shall consider any of Parent’s requested reasonable changes or comments in good faith.

280G Matters. Prior to the Closing Date, the Seller shall, or shall cause an Affiliate of the Seller to, (a) Prior solicit, and use commercially reasonable efforts to the Closingobtain, the Company will provide from each “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) of the Code) with a waiver by such individual of any and all payments (or other benefits) contingent on the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” consummation of the Transactions (within the meaning of Section 280G(b)(2)(A280G(b)(2)(A)(i) of the Code) (to the “Unconditionally Waived 280G Benefits”) extent necessary so that all remaining such payments and/or benefits, if any, shall and benefits would not be deemed to be “excess parachute payments” (within the meaning of under Section 280G of the Code, (b) or submit to the Shareholders for a vote all such waived payments in a manner such that, if such vote is adopted by such shareholders in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (iidetermined without regard to Section 280G(b)(4) waive of the Code) and (c) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the results of such vote. Such vote shall establish the “disqualified individual’s” rights right to some receive or retain the payment or other compensation. In addition, the Seller shall, or shall cause an Affiliate of the Seller to, provide adequate disclosure to the Shareholders of all of material facts concerning all payments that, but for such payments or benefits (the vote, could be deemed “Conditionally Waived parachute payments” to any such “disqualified individual” under Section 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to Code in a stockholder vote (along with adequate disclosure satisfying the requirements of manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) . The Seller shall provide or cause to be provided to the right Purchaser written drafts of any the shareholder disclosure statement, waivers, and shareholder approval forms that will be provided to disqualified individuals and shareholders in advance of delivering such “documents to the disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers andindividuals and shareholders, if as applicable, stockholder vote, and allow the Company shall Purchaser and its Representatives a reasonable opportunity to provide drafts of comments on such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14documents.

280G Matters. (aA) Prior At least five (5) Business Days prior to the Closing Date, the Company shall use its reasonable best efforts to solicit from each Person to whom any payment or 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 (each such Person, a “Disqualified Individual,” and such payments “Parachute 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 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 and (B) at least two (2) days prior to the Closing submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 6.17 for approval of the stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code. At least fifteen (15) Business Days prior to the Closing Date, the Company shall provide Buyer and its counsel with a list of disqualified individuals (as defined in Section 280G(c) of the Code). At least ten (10) Business Days prior to the Closing Date, the Buyer will provide the Company with the information to be included in the calculations and disclosure related to arrangements to be entered into between Buyer or any of its Affiliates and any Disqualified Individual (“Buyer Arrangements”). At least seven (7) Business Days prior to the Closing, the Company will provide each “disqualified individual” with respect to shall finalize the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive calculation, and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following waiver agreement and the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company disclosure statement prepared in connection with the actions contemplated by this Section 6.17 to Buyer for review and comment. If the information contained in the calculations is incorrect by reason of the information provided by Buyer in connection with the calculation and disclosure of the Buyer Arrangements, then the Company’s compliance with failure to include the Buyer Arrangements in the stockholder voting materials described in this Section 7.146.17 will not result in a breach of the covenants set forth in this Section 6.17.

280G Matters. (a) Prior to Except as provided in any other agreement between the ClosingGrantee and the Company, in the Company will provide each “disqualified individual” with respect to event it shall be determined that any payment or distribution in the Company nature of compensation (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“disqualified individual” Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the Company (within “Excise Tax”), then the meaning of Section 280G(c) amount of the CodePayment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and will cooperate as reasonably requested any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company in connection with the Company’s compliance with accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section 7.14.shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 26 shall survive the settlement and termination of this Agreement. Signature Page to Restricted Share Units Agreement dated [__], between Liberty Latin America Ltd. and Grantee LIBERTY LATIN AMERICA LTD. By: Name: Title: ACCEPTED: Grantee Name: Grant ID Number: __________

280G Matters. (a) Prior to the ClosingClosing Date, the Company will provide shall (i) use commercially reasonable efforts to obtain from each “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) of the Code) with a waiver by such individual of any and all payments (or other benefits) contingent on the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A280G(b)(2)(A)(i) of the Code) to the extent necessary so that such payments and benefits would not be “excess parachute payments” under Section 280G of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 280G”) and (ii) submit to its stockholders for a vote all such waived payments in a manner such that, if such vote is adopted by the stockholders in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code. Such vote shall establish the “disqualified individual’s” right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to stockholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” under Section 280G in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. Prior to the Closing Date, the Company shall deliver to Buyer evidence that (i) a stockholder vote was held in conformity with Section 280G and the requisite stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder vote (the “Unconditionally Waived 280G BenefitsApproval”), (ii) so the 280G Approval was not obtained and as a consequence, that all remaining payments and/or benefits, if any, such “parachute payments” shall not be deemed made or provided and those Persons entitled to be receive any such payments or benefits shall have provided to the Company waivers of those payments or benefits, or (iii) the 280G Approval was not necessary because no payments or benefits would constitute “excess parachute payments” (within the meaning of Section 280G G) in the absence of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution Approval. Within a reasonable period of the waivers with respect time prior to the Conditionally Waived solicitation of any 280G BenefitsApproval, the Company will submit permit the Buyer to a review and reasonably comment on any proposed stockholder vote (along with adequate disclosure satisfying the requirements or waivers of Section 280G(b)(5)(B)(ii) of the Code payments and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days benefits prior to soliciting sending such waivers and, if applicable, stockholder vote, the documents to stockholders or disqualified individuals. The Company shall provide drafts to Buyer prior to the Closing Date the evidence of such materials (incorporating the information regarding Parent any 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14Approval.

280G Matters. To the extent applicable, prior to the Closing Date, the Company shall (a) Prior use commercially reasonable efforts to the Closing, the Company will provide each secure from any Person who is a “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) 280G of the Code) ), and who has a right to any payments and/ or benefits or potential right to any payments and/ or benefits in connection with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits Merger that would reasonably be expected to constitute a “parachute paymentpayments” (within the meaning of pursuant to Section 280G(b)(2)(A) 280G of the Code) , a waiver of such Person’s right to any such “parachute payments” to the extent required to avoid the imposition of Tax by virtue of the operation of Section 280G of the Code (the “Unconditionally Waived 280G Benefits”) so and to accept in substitution therefor the right to receive such payments only if approved by the stockholders of the Company in a manner that all remaining complies with Section 280G of the Code and the regulations promulgated thereunder, and (b) submit to the stockholders of the Company, for approval or disapproval by such stockholders holding the number of shares of Company Stock required by the terms of Section 280G(b)(5)(B) of the Code and the regulations thereunder, the Waived 280G Benefits in a manner intended to provide that no such payments and/or benefits, if any, and benefits shall not be deemed to be “excess parachute payments” under Section 280G of the Code and the regulations thereunder. The Company agrees that in the absence of such stockholder approval, no Waived 280G Benefits will be paid, received, or retained. Moreover, this Section 7.23 shall not apply to any contracts or arrangements (within including any contracts or arrangements that provide for any equity or equity-based incentive awards) between Acquiror or any of its Affiliates and a disqualified individual unless such contracts or arrangements are provided to the meaning Company at least ten (10) Business Days prior to the Closing Date. Acquiror shall cooperate with the Company in good faith to calculate or determine the value (for the purposes of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such any payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of granted or contemplated in any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made contracts or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing arrangements that would reasonably be expected to could constitute a “parachute payment” (within the meaning of under Section 280G(b)(2)(A) 280G of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the Company shall (a) Prior obtain and deliver to Parent, prior to the Closinginitiation of the stockholder approval procedure under clause (b), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the Company will provide each Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Requisite Stockholder Approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), of such Disqualified Individual’s rights to all such payments or benefits applicable to such Disqualified Individuals (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or and (iib) waive such “disqualified individual’s” rights to some or all as soon as practicable following delivery of such payments or benefits waivers to Parent, prepare and distribute to its stockholders a disclosure statement providing adequate disclosure (within the “Conditionally Waived meaning of Section 280G Benefits”of the Code) so of all potential parachute payments and benefits that all remaining may be received by the Disqualified Individual(s) and submit to the stockholders of the Company for approval (in a manner satisfactory to Parent) by such |US-DOCS\123754940.16|| number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefitsbenefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments,” such that, if anyapproved by the requisite majority of stockholders, such payments and benefits shall not be deemed to be “excess parachute payments;” provided that, following the execution under Section 280G of the waivers with respect to Code (the Conditionally Waived foregoing actions, a “280G BenefitsVote”). In connection with the foregoing, the Parent shall provide the Company will submit with all information and documents necessary to a stockholder vote (along allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Parent or any of its Affiliates, together with adequate disclosure satisfying all other payments and/or benefits, could reasonably be considered to be “parachute payments” within the requirements meaning of Section 280G(b)(5)(B)(ii280G(b)(2) of the Code and any regulations promulgated thereunderat least ten (10) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting the Closing Date (and shall further provide any such waivers andupdated information as is necessary prior to the Closing Date). Prior to the Closing, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Parent evidence reasonably satisfactory to Parent, (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and the requisite stockholders approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholders vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)the waivers described in clause (a) to Parent for its review and approval prior to soliciting of the preceding sentence, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Company’s stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. If the consummation of the transactions contemplated hereby would reasonably be expected to entitle any “disqualified individual” to a “parachute payment” (aas each such term is defined in Section 280G of the Code), then, the Company shall seek and use commercially reasonable efforts to (A) obtain a waiver from each such disqualified individual of such individual’s right to receive or retain any payment that would reasonably be expected to constitute a parachute payment under Section 280G of the Code (collectively, the “Waived Payments”) no later than three (3) Business Days prior to the Closing and (B) submit the Waived Payments to a shareholder vote consistent with the requirements of Section 280G of the Code (the “280G Shareholder Vote”) at least one (1) Business Day prior to the Closing. No later than three (3) Business Days prior to soliciting such waivers and soliciting such approval, the Company shall deliver to Buyer for review and comment, which comments the Company shall consider in good faith, copies of any documents or agreements necessary to effect this Section 8.11, including any stockholder consent, disclosure, statement or waiver. Prior to the Closing, the Company will provide each shall deliver to Buyer and its counsel evidence reasonably acceptable to Buyer that an effective 280G Shareholder Vote was solicited and that either (a) the requisite number of shareholder votes was obtained and the Waived Payments shall be made or retained, as applicable, or (b) the requisite number of shareholder votes was not obtained and no Waived Payments shall be made or retained, as applicable. Notwithstanding the foregoing, the parties acknowledge that this Section 8.11 shall not apply to any agreement, contract, arrangement or plan entered into by and between Buyer or any of its Affiliates and any “disqualified individualindividuals” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with the opportunity to either Code (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (collectively, the “Unconditionally Waived 280G BenefitsBuyer Arrangements”), unless such Buyer Arrangements have been disclosed to the Company at least ten (10) so that Business Days prior to the Closing Date in sufficient detail to allow the Company to determine whether any such Buyer Arrangement, together with all remaining other payments and/or and benefits, if any, shall not could reasonably be deemed considered to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (. To the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall extent any Buyer Arrangement is not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments disclosed in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect reasonable detail to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s prior to such time, compliance with this Section 7.148.11 shall be determined as if such Buyer Arrangement did not exist.

280G Matters. Promptly following the date of this Agreement, and in any event within five (5) Business Days following the execution of this Agreement, the Company shall (a) Prior obtain and deliver to Parent, prior to the Closing, initiation of the Company will provide Stockholder approval procedure under clause (b) below, from each Person who is, with respect to the Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Company Stockholder approval (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), a waiver (a “Parachute Payment Waiver”), of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individual (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (c) submit to the Company Stockholders for approval (in a manner satisfactory to Parent) by such number of Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (ii) waive within the meaning of Section 280G of the Code), such “disqualified individual’s” rights to some or all of that such payments or and benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior to soliciting such waivers andAs soon as practicable following the date of this Agreement, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Parent evidence reasonably satisfactory to Parent, (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting the Parachute Payment Waiver, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail Parachute Payment Waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. The Company shall, prior to the Closing Date, (a) Prior use commercially reasonable efforts to the Closing, the Company will provide secure from each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) of the Company or any of its Subsidiaries or parent companies who has a right to any payments and/or benefits or potential right to any payments and/or benefits under any Company Plan or otherwise that are “contingent” (within the “Unconditionally Waived meaning of Section 280G Benefits”of the Code) so on the transactions contemplated by this Agreement and that all remaining payments and/or benefits, if any, shall not would be deemed to be constitute “parachute payments” (within the meaning of Section 280G of the Code) a waiver, subject to the approval described in clause (b), of such Person’s rights to all of such parachute payments to the extent that such amounts constitute “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (waived excess parachute payments, the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally and (b) submit any Waived 280G Benefits, Benefits that are waived by the “disqualified individuals” referred to in clause (a) to the approval of the shareholders of the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of extent and in the manner required under Section 280G(b)(5)(B)(ii280G(b)(5)(B) of the Code and any the regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days days prior to soliciting such waivers and, if applicable, stockholder vote, distribution of any materials to the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made shareholders or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute paymentdisqualified individuals” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) in connection with the waiver and vote described in this Section 5.15, the Company shall provide Parent for its review and comment a copy of all such materials and a copy of its calculations with respect to any “disqualified individual” Section 280G of the Code and shall accept Parent’s reasonable and timely provided comments to such documents. Prior to the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent that a vote of the shareholders was solicited in accordance with the foregoing provisions of this Section 5.15 and that either (i) the requisite number of applicable shareholder votes was obtained with respect to the Company Waived 280G Benefits (within the meaning of Section 280G(c“280G Approval”), or (ii) of the Code) 280G Approval was not obtained and, as a consequence, the Waived 280G Benefits have not been and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14shall not be made or provided.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the Company shall (a) Prior obtain and deliver to Parent, prior to the Closinginitiation of the stockholder approval procedure under clause (b), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the Company will provide each Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Requisite Stockholder Approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) ), of such Disqualified Individual’s rights to all such payments or benefits applicable to such Disqualified Individuals (the “Unconditionally Waived 280G BenefitsParachute Payments”) so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or and (iib) waive such “disqualified individual’s” rights to some or all as soon as practicable following delivery of such payments or benefits waivers to Parent, prepare and distribute to its stockholders a disclosure statement providing adequate disclosure (within the “Conditionally Waived meaning of Section 280G Benefits”of the Code) so of all potential parachute payments and benefits that all remaining may be received by the Disqualified Individual(s) and submit to the stockholders of the Company for approval (in a manner reasonably satisfactory to Parent) by such number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefitsbenefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments,” such that, if anyapproved by the requisite majority of stockholders of the Company, such payments and benefits shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior Prior to soliciting such waivers andthe Closing, if applicable, stockholder votea 280G Vote is required, the Company shall provide drafts of such materials deliver to Parent evidence reasonably satisfactory to Parent, (incorporating the information regarding Parent i) that a 280G Payments Vote was solicited in conformance with Section 280G of the notice from Parent provided Code, and the requisite approval of stockholders of the Company was obtained with respect to any payments and/or benefits that were subject to the Company stockholders vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to Section 7.14(c)the waivers described in clause (a) to Parent for its review and approval prior to soliciting of the preceding sentence, such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits “parachute payments” shall not be made or provided. If any The form of the Conditionally Waived 280G Benefits fail waiver, the disclosure statement, any other materials to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect submitted to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company Company’s stockholders in connection with the Company’s compliance with this Section 7.14280G Approval and the calculations related to the foregoing shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. (a) Prior Promptly following the execution of this Agreement, and in all events prior to the Closing, the Company will provide shall use its reasonable best efforts to obtain a waiver (a “280G Waiver”) from each “disqualified individual” with respect Person who would otherwise be entitled to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of as defined in Section 280G of the CodeCode determined without regard to Section 280G(b)(4) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii5) of the Code and any regulations promulgated thereunder(a “280G Payment”) in connection with the right consummation of the transactions contemplated by this Agreement, pursuant to which each such Person will agree to forfeit such 280G Payment if the 280G Approval (as defined below) is not obtained prior to the Closing Date; provided, however, that such 280G Waiver shall permit such Person to receive any such “disqualified individual” payments up to receive the Conditionally Waived highest aggregate level permissible without causing such payments to be 280G BenefitsPayments. Not less than five Business Days prior Prior to soliciting such waivers and, if applicable, stockholder voteClosing, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments shall, in the notice from Parent provided pursuant to accordance with Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A280G(b)(5)(B) of the Code) to any “disqualified individual” with respect , submit to the shareholders of the Company (within for approval, by such number of shareholders of the meaning Company as is required by the terms of Section 280G(c280G(b)(5)(B) of the Code) Code (such approval, the “280G Approval”), any payments and/or benefits that may separately or in the aggregate constitute 280G Payments, and will cooperate as reasonably requested by the Company will use reasonable best efforts to obtain such 280G Approval, which shall establish the recipient’s rights to such payment or benefit. Written drafts of the form of 280G Waiver, the shareholder disclosure statement (including underlying calculations), the shareholder approval form, and any other documentation related to such 280G Waivers and 280G Approvals will be provided to Buyer, in connection with advance of being distributed to such Person or the Companyshareholders, for Buyer’s compliance with this Section 7.14.approval (which approval shall not be unreasonably delayed, withheld or conditioned), and Buyer and its representatives will be given reasonable opportunity to

280G Matters. To the extent any payments made with respect to, or which arise as a result of, this Agreement, could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, the Company shall (ai) as promptly as practicable (but in no event later than thirty (30) days) following the date of this Agreement, disclose its calculations with respect to the excess parachute payments to Buyer, along with the assumptions used to make the calculations and the data necessary for Buyer to confirm the accuracy of the calculations, and (ii) to the extent not already obtained, use its commercially reasonable efforts to obtain the consent of the recipient of any such payment that would otherwise be due and owing that such payment shall not be due and owing, paid or retained, absent 280G Stockholder Approval (as defined below). Prior to the ClosingEffective Time, the Company will provide each shall submit to a stockholder vote the right of any “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) of the Code) with listed in Section 6.9 of the opportunity Company Disclosure Letter to either receive any and all payments (ior other benefits) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A280G(b)(2)(A)(i) of the Code) to the extent necessary and in a manner reasonably satisfactory to Buyer, so that, if such vote is adopted by the Company stockholders in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code) (“280G Stockholder Approval”). Such vote shall establish the “Unconditionally Waived 280G Benefits”disqualified individual’s” right to receive or retain the payment or other compensation. In addition, the Company shall provide adequate disclosure to Company stockholders entitled to vote under Section 280G(b)(5)(B) so that of all remaining material facts concerning all payments and/or benefitsthat, if anybut for such vote, shall not could be deemed to be “excess parachute payments” (within the meaning of to any such “disqualified individual” under Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so Code in a manner that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of satisfies Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) , and Buyer shall have the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approve any disclosure so required before such disclosure is made, which approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14unreasonably withheld.

280G Matters. Unless the Company determines in good faith that no 280G Shareholder Vote (as defined below) is necessary, (a) Prior prior to the ClosingClosing Date, the Company will provide each “disqualified individual” with respect Sellers or the Company, as applicable, shall use their reasonable best efforts as soon as practicable after the date hereof to the Company (within the meaning obtain written waivers of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) (the “Unconditionally Waived 280G Benefits”) so from each person who has or reasonably may have a right to any payments or benefits that all remaining payments and/or benefits, if any, shall not would be deemed to be constitute “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (and benefits, the “Conditionally Waived 280G BenefitsBenefit”) as a result of the transactions contemplated hereby so that all remaining payments and/or benefits, if any, payment or benefit applicable to such person shall not be deemed to be “excess a parachute payments;” provided that, following the execution payment that would not be deductible under Section 280G of the waivers Code, and to accept in substitution for the Waived Benefit the right to receive such remaining payment or benefit only if approved in a manner that complies with Section 280G(b)(5)(B) of the Code, with each such waiver identifying the specific Waived Benefit and providing that if such equityholder approval is not obtained, such payments shall not be made and such person shall have no right or entitlement with respect thereto; provided, however, that in no event shall this Section 6.10 be construed to require the Sellers or the Company to compel any person to waive any existing rights under any contract that such Person has with the Company or its Affiliates and in no event shall the Sellers or the Company Group be deemed to be in breach of this Section 6.10 if any such Person refuses to waive such rights, and (b) as soon as practicable thereafter but in any event prior to the Conditionally Waived 280G BenefitsClosing Date, the Company will submit to Sellers or the Company, as applicable, shall solicit the approval of the appropriate equityholders in a stockholder vote (along manner that complies with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(iiSections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of all payments or benefits (including payments and any regulations promulgated thereunderbenefits waived pursuant to the preceding clause) that would, as a result of, or in connection with, the right of any such transactions contemplated hereby, be deemed to constitute “disqualified individualparachute payments” to receive (the Conditionally Waived “280G BenefitsShareholder Vote”). Not less than five Business Days prior The determination of which payments may be deemed to soliciting such waivers andconstitute parachute payments, if applicableform of waiver, stockholder votesolicitation of approval, the Company shall provide drafts of such materials (incorporating the information regarding Parent and disclosure materials, as required by Section 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code, shall be provided to Buyer for Buyer’s advance review at least seven (7) to any “disqualified individual” with respect days prior to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14Closing Date.

280G Matters. In the event that it is determined (a) Prior to by the Closing, the Company will provide each “disqualified individual” with respect to reasonable computation by a nationally recognized certified public accounting firm that shall be selected by the Company (within the meaning of Section 280G(c“Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to you) that the aggregate amount of the Code) with payments, distributions, benefits and entitlements of any type payable by the opportunity Company or any affiliate to either or for your benefit (i) unconditionally waive and forfeit such including any payment, distribution, benefit or entitlement made by any person or entity effecting a change of control), in each case, that could be considered “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all Internal Revenue Code of such payments or benefits 1986, as amended (the “Conditionally Waived 280G BenefitsCode”) so that all remaining payments and/or benefits(such payments, if any, shall not be deemed to be the “excess parachute payments;” provided Parachute Payments”) that, following but for this Section 2, would be payable to you, exceeds the execution greatest amount of Parachute Payments that could be paid to you without giving rise to any liability for any excise tax imposed by Section 4999 of the waivers 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 tax (such tax or taxes, together with any such interest or penalties, being hereafter collectively referred to as the Conditionally Waived 280G Benefits“Excise Tax”), then the aggregate amount of Parachute Payments payable to you shall not exceed the amount which produces the greatest after-tax benefit to you after taking into account any Excise Tax to be payable by you. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to you, if doing so would place you in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). You shall be permitted to provide the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) written notice specifying which of the Code and Parachute Payments will be subject to reduction or elimination; provided, however, that to the extent that your ability to exercise such authority would cause any regulations promulgated thereunder) Parachute Payment to become subject to any taxes or penalties pursuant to Section 409A, or if you do not provide the right of Company with any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder votewritten notice, the Company shall provide drafts reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of such materials (incorporating the information regarding Parent 280G Parachute Payments that are payable in cash and then by reducing or eliminating the non-cash portion of the Parachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of the Accountant’s determination. Except as set forth in the preceding sentence, any notice from Parent provided given by you pursuant to Section 7.14(c)) to Parent for its review the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) entitlements to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14benefits or compensation.

280G Matters. As soon as practicable following the date of this Agreement, the Company shall (a) Prior obtain and deliver to Acquirer, prior to the Closinginitiation of the stockholder approval procedure under clause (b) below, a waiver, in a form reviewed and approved by Acquirer, from each Person who is, with respect to the Company will provide each Company, a “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) 280G of the Code) with as of immediately prior to the opportunity initiation of such Requisite Company Stockholder Approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute receive a “parachute payment” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) (the “Unconditionally Waived 280G Benefits”) ), of such Disqualified Individual’s rights to all such payments or benefits applicable to such Disqualified Individuals so that all remaining payments and/or benefits, if any, benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or and (iib) waive such “disqualified individual’s” rights to some or all as soon as practicable following delivery of such payments or benefits waivers to Acquirer, prepare and distribute to its stockholders a disclosure statement, in a form and based on calculations subject to Acquirer’s review and comment, providing adequate disclosure (within the “Conditionally Waived meaning of Section 280G Benefits”of the Code) so of all potential parachute payments and benefits that all remaining may be received by the Disqualified Individual(s) and submit to the stockholders of the Company for approval (in a manner reasonably satisfactory to Acquirer) by such number of stockholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefitsbenefits that Acquirer and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments,” such that, if anyapproved by the requisite majority of stockholders of the Company, such payments and benefits shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived under Section 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) (the right of any such foregoing actions, a “disqualified individual” to receive the Conditionally Waived 280G BenefitsVote”). Not less than five Business Days prior to soliciting such waivers andIn connection with the foregoing, if applicableas soon as practicable following the date of this Agreement, stockholder vote, the Company Acquirer shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with all information regarding and documents necessary to allow the Company to determine whether any payment then anticipated payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by Parent following the Closing that would Acquirer or any of its respective Affiliates, could reasonably be expected considered to constitute a be “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) (and shall further provide any such updated information as is necessary prior to any “disqualified individual” the Closing Date). Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Acquirer evidence reasonably satisfactory to Acquirer, (i) that a 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite approval was obtained with respect to any payments and/or benefits that were subject to the Company 280G Vote (within the meaning of “Section 280G(c280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the waivers described in clause (a) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14preceding sentence, such “parachute payments” shall not be made or provided.

280G Matters. (a) Prior To the extent that any or all of the payments, benefits or other compensation payable to the Closing, the Company will provide each a “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) of the Code) with might be considered contingent on the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) consummation of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (transactions contemplated by this Agreement within the meaning of Section 280G of the Code, the Company shall (i) or disclose to Buyer all such payments, benefits, and compensation, together with all related assumptions and data, so that Buyer may review such amounts, (ii) waive such “disqualified individual’s” rights use Commercially Reasonable Efforts to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such obtain from each “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments as defined in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) a waiver by such individual of any and will cooperate as reasonably requested all such payments, benefits or other compensation to the extent required by Section 280G of the Code, and (iii) prior to Closing, cause all such payments to be disclosed to, and submitted to its stockholders for approval, in a manner such that no payment, benefit or other compensation received by such “disqualified individual” would be a “parachute payment” under Section 280G of the Code. The Company shall provide adequate disclosure to stockholders entitled to vote of all material facts concerning all payments, benefits and other compensation that, but for such vote, could be deemed Portions of this Exhibit, indicated by the Company in connection xxxx “[***],” were omitted and have been filed separately with the CompanySecretary of the Commission pursuant to the Registrant’s compliance with application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED “parachute payments” to any such “disqualified individual” under Section 280G of the Code in a manner intended to satisfy Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. Such vote shall establish the “disqualified individual’s” right to the payment, benefit or other compensation. The Company agrees that the shareholder disclosure statement, waivers, and stockholder approval documents that will be provided to disqualified individuals and stockholders shall be subject to the review and reasonable approval of the Buyer. Notwithstanding such waiver, the Company shall make such waived payments if the vote of the stockholders is obtained as contemplated by this Section 7.14.

280G Matters. [*] Fortis shall use reasonable best efforts to: (a) Prior seek a vote pursuant to the Closingexemption contained in Section 280G(b)(5)(A)(ii) of the Code and the applicable regulations promulgated thereunder (the “280G Stockholder Vote”) of any payments or benefits in respect of the Merger that may, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code (such, payments or benefits, the Company will provide each “280G Payments”) and (b) cause, prior to any such 280G Stockholder Vote, any “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) 280G of the CodeCode and the regulations thereunder and hereafter referred to as a “Disqualified Individual”) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” Disqualified Individual’s rights to receive some or all of any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) 280G Payments (the “Unconditionally Waived 280G Benefits”) pursuant to a parachute payment waiver to the extent necessary so that all remaining payments and/or benefits, if any, 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 be “excess parachute payments” receive the Waived Benefits only if approved by the stockholders of Fortis in a manner that complies with Section 280G(b)(5)(B) of the Code. Fortis shall provide FibroGen and its counsel with a copy of the waiver agreement, shareholder voting materials and the disclosure statement prepared in connection with the actions contemplated by this Section 7.10, as well as the underlying calculations and supporting documentation, [*]. [*], Fortis shall deliver to FibroGen notification and documentation reasonably satisfactory to FibroGen that, for any Disqualified Individual who has submitted the Waived Benefits to a 280G Stockholder Vote (within the meaning of i) a 280G Stockholder Vote was solicited in conformance with Section 280G of the CodeCode and the applicable regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any 280G Payments (the “280G Stockholder Approval”) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (that the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall Stockholder Approval was not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers obtained and, if applicableas a consequence, stockholder vote, that the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect provided to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14Disqualified Individuals.

280G Matters. To the extent applicable, prior to the Closing Date, the Company shall (a) Prior use commercially reasonable efforts to the Closing, the Company will provide each secure from any Person who is a “disqualified individual” with respect to the Company (within the meaning of as defined in Section 280G(c) 280G of the Code) ), and who has a right to any payments and/ or benefits or potential right to any payments and/ or benefits in connection with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits Merger that would reasonably be expected to constitute a “parachute paymentpayments” (within the meaning of pursuant to Section 280G(b)(2)(A) 280G of the Code) , a waiver of such Person’s right to any such “parachute payments” to the extent required to avoid the imposition of Tax by virtue of the operation of Section 280G of the Code (the “Unconditionally Waived 280G Benefits”) so and to accept in substitution therefor the right to receive such payments only if approved by the stockholders of the Company in a manner that all remaining complies with Section 280G of the Code and the regulations promulgated thereunder, and (b) submit to the stockholders of the Company, for approval or disapproval by such stockholders holding the number of shares of Company Stock required by the terms of Section 280G(b)(5)(B) of the Code and the regulations thereunder, the Waived 280G Benefits in a manner intended to provide that no such payments and/or benefits, if any, and benefits shall not be deemed to be “excess parachute payments” under Section 280G of the Code and the regulations thereunder. The Company agrees that in the absence of such stockholder approval, no Waived 280G Benefits will be paid, received, or retained. Moreover, this Section 7.23 shall not apply to any contracts or arrangements (within including any contracts or arrangements that provide for any equity or equity-based incentive awards) between Acquiror or any of its Affiliates and a disqualified individual unless such contracts or arrangements are provided to the meaning Company at least ten (10) Business Days prior to the Closing Date. Acquiror shall cooperate with the Company in good faith to calculate or determine the value (for the purposes of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such any payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of granted or contemplated in any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made contracts or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing arrangements that would reasonably be expected to could constitute a “parachute payment” (within the meaning of under Section 280G(b)(2)(A) 280G of the Code. Acquiror shall have the right to review and approve in advance (such approval not to be unreasonably conditioned, withheld or delayed) any distribution of the form of parachute payment waiver to a disqualified individual, any communication and disclosure to or consent from the applicable Company Stockholder relating to any “disqualified individual” with respect parachute payments and the calculations related to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14foregoing.