Common use of 280G Clause in Contracts

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above.

280G. If the The Company determineswill (a), in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days three days prior to the ClosingClosing Date, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” with respect to the Company (as defined in within the meaning of Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b280G(c) of the Code) an executed who is entitled to receive any payments or benefits that could constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (each such person, a “280G Individual”) a waiver of all or a portion of such Person280G Individual’s rights to any some or all of such payments and/or benefits, such that all remaining payments and/or or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be parachute payments; and (b) for all prior to the Closing Date, with respect to each 280G Individual who agrees to the waiver described in clause (a), 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 obtained waivers, solicit the approval of its equityholders entitled 280G Individual to vote on such matters of receive the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closingsoliciting such waivers and approval, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that provide drafts of such waivers and approval materials (iincluding the written consent of stockholders in lieu of special meeting of stockholders) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, Purchaser for its review (including the Waived 280G Benefits have not been ability to review source information) and shall approval (which approval will not be paidunreasonably withheld, payableconditioned or delayed). Purchaser and its Affiliates agree to not provide or enter into any arrangement, received separately or retained. For in the avoidance of doubtaggregate with any existing arrangements, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, individual on or prior to the Closing Date) Date that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (would provide for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovepayments.”

280G. If the The Company determines, in good faith, that shall (a) use its reasonable best efforts to secure from each Person who has a right to any payments or benefits payable as a result of or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably Transactions that would be expected deemed to constitute “parachute payments” under Section 280G(b)(2) (within the meaning of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the CodeCode and the regulations promulgated thereunder) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any some or all of such payments and/or benefits, or benefits applicable to such Person (“Waived Section 280G Payments”) so that all remaining payments and/or or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to that would not be deductible under Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for submit to all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters stockholders of the Company for approval any Waived Section 280G BenefitsPayments, in a manner such that complies with Sections 280G(b)(5)(A)(ii) such payments and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunderbenefits shall not be deemed to be “parachute payments”. The Company shall forward to EQV at At least five (5) days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the ClosingClosing Date, the Company shall deliver to EQV Purchaser evidence reasonably satisfactory to EQV Purchaser that (i) a vote of the Company’s equityholders stockholders of the Company was obtained solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, Stockholder Approval was not obtained and as a consequence, the such Waived Section 280G Benefits have not been and Payments shall not be paid, payable, received made or retainedprovided to the extent they would cause any amounts to constitute “parachute payments”. For At least five (5) days prior to obtaining the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one handwaivers contemplated by this Section 6.15, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Dateseeking such stockholder approval, the Company shall cooperate with EQV provide drafts of such waivers and such stockholder approval materials to Purchaser for its review and comment (and shall consider any such comments in good faith faith), in order to calculate or determine ensure that Purchaser is satisfied that the value (for purposes of stockholder approval will be sought in accordance with Section 280G 280G(b)(5)(B) of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Code and Treasury Regulation Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above1.280G-1.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later Not less than five Business Days (5) business days prior to the Closing, the Company Seller shall use commercially reasonable efforts submit to (aa stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) obtain from each Person who is a of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) to receive any and who has all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute paymentspayment” (as defined in under Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant Code (determined without regard to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B280G(b)(4) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipientsCode). Such equityholder approval, if obtained, vote shall establish the disqualified individual’s right to receive the payment or retain the Waived 280G Benefitsother compensation, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder Seller shall obtain any required waivers or (ii) such requisite Company equityholder approval has not been obtained with respect to consents from the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or individual prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Datevote. In addition, the Company Seller shall cooperate with EQV in good faith provide adequate disclosure to calculate or determine the value (Seller stockholders that hold voting stock of all material facts concerning all payments to any such disqualified individual that, but for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that such vote, could reasonably be expected to constitute a deemed “parachute paymentpayments” under Section 280G of the CodeCode in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least five (5) business days prior to the vote, the Buyer and its counsel shall be given the right to review and comment on all documents required to be delivered to the Seller’s stockholders in connection with such vote and any required disqualified individual waivers or consents, and incorporate such EQV Arrangements into the Seller shall reflect all reasonable comments of the Buyer thereon. Buyer and its calculations counsel shall be provided copies of all documents executed by the stockholders and 280G equityholder approval process described abovedisqualified individuals in connection with the vote.

280G. If Prior to the Closing Date, (a) the Company determines, in good faith, that any payments or benefits payable or provided shall use commercially reasonable efforts to submit for approval by the Company or any Stockholders, in conformance with Section 280G of the Company Subsidiaries to Code and the regulations thereunder (the “280G Stockholder Vote”), any person in connection with the transactions contemplated by this Agreement could payments that constitute or would reasonably be expected to constitute “parachute payments” under with respect to the transactions contemplated by this Agreement pursuant to Section 280G(b)(2) 280G of the Code and could reasonably be expected(each, absent the vote described below, to result in the imposition a “Parachute Payment”) on behalf of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the CodeCode and the regulations promulgated thereunder) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of which are irrevocably waived by such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and individual under clause (b) for all such obtained waivershereof, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii(b) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution of the 280G Stockholder Vote materials, the Company shall use commercially reasonable efforts to obtain a waiver of the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain any Parachute Payment (in the Waived absence of the 280G Benefits, such that if such equityholder approval is not obtained, no portion Stockholder Vote) from each of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that applicable “disqualified individuals” (i) a vote of the Company’s equityholders was obtained in conformance with as defined under Section 280G of the Code and the regulations thereunder or (iipromulgated thereunder) such requisite Company equityholder approval has not been obtained with respect whose Parachute Payments would be subject to the Waived 280G BenefitsStockholder Vote (the “280G Waivers”), and, as a consequenceand (c) prior to the distribution of the 280G Stockholder Vote materials and the 280G Waivers, the Waived Company shall deliver to Parent complete copies of all disclosure and other related documents that will be provided to the Company Stockholders in connection with the 280G Benefits have not been Stockholder Vote in a manner providing Parent with sufficient time to review and comment thereon, and the Company shall not be paidconsider all reasonable comments of Parent in good faith. The parties acknowledge that, payable, received or retained. For to the avoidance of doubt, with respect to extent any EQV Arrangement (defined as any arrangement agreed upon or arrangements entered into by, or at the direction of, EQV and/or of Parent or between Parent and its Affiliates, on the one hand, and a “disqualified individual,” , on the other handhand (“Parent Arrangements”) are Parachute Payments, on or prior to the Closing Date) that has been disclosed Parent shall provide to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine a written description of any Parent Arrangements and the value (for purposes of Section 280G of the Code) Code of any payments or benefits granted or contemplated therein that could such Parent Arrangements reasonably be expected to constitute a “parachute payment” under Section 280G in advance of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described Company’s request of the waivers under clause (b) above.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the The Company shall use commercially reasonable efforts (i) take all actions necessary to (a) obtain a waiver from each Person who is a “disqualified individual” (as defined in within the meaning of Section 280G of the Code) and who has a right or potential right to any that shall provide that, if the requisite stockholder approval under Section 280G(b)(5)(B) of the Code is not obtained, no payments or benefits in connection that could, individually would separately or in the aggregate, aggregate constitute “excess parachute payments” (as defined in within the meaning of Section 280G(b) 280G of the Code) an executed waiver of all or a portion with respect to such disqualified individual in the absence of such Person’s rights stockholder approval shall be payable to any or retained by such disqualified individual to the extent such excess parachute payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall would not be deemed to be “parachute payments” pursuant to deductible by reason of the application of Section 280G of the Code (or would result in the imposition of excise Taxes under Section 4999 of the Code upon such waived portion of any payments and/or benefitsdisqualified individual, the “Waived 280G Benefits”) and (bii) for all such obtained waivers, solicit deliver to the approval of its equityholders entitled to vote on such matters of Company’s stockholders a disclosure statement that satisfies the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and disclosure obligations under Section 280G(b)(5)(B) of the Code and solicit the Treasury Regulations thereunderapproval of the Company’s stockholders under Section 280G(b)(5)(B). Neither the Company nor any of the Company’s Subsidiaries shall make any such excess parachute payments that are not so approved. The Company shall forward to EQV at least five provide Parent with a copy of the form of such waiver, such disclosure statement, and the stockholder written consent for Parent’s review and approval, which shall not be unreasonably withheld, conditioned or delayed, no less than three (3) days prior to distribution delivery to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, each such disqualified individual and the Company shall incorporate all reasonable comments received from EQV on such documents prior Company’s stockholders, respectively. Within two (2) Business Days following the date of this Agreement, with respect to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the each “disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion ” of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the ClosingCompany, the Company shall deliver provide to EQV evidence reasonably satisfactory to EQV Parent a customary Section 280G analysis prepared by or on behalf of the Company that (i) a vote of includes the Company’s equityholders was obtained in conformance with Section 280G good faith estimate of all payments and benefits that could be provided to such disqualified individual as a result of the Code transactions contemplated by this Agreement (alone or in combination with any other event) and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,’s “base amount” on as defined in Section 280G(b)(3) of the other hand, on or prior to the Closing DateCode. If requested by Parent not less than five (5) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith update such analysis to calculate or determine reflect the value (for purposes of Section 280G impact of the Code) of payments and benefits to be provided by Parent pursuant to any payments or benefits granted or contemplated therein that could reasonably be expected to constitute agreement entered into between Parent and a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovedisqualified individual.

280G. If required to avoid the Company determines, in good faith, that any imposition of Taxes under section 4999 of the Code and/or non-deductibility of payments or other benefits payable by reason of Section 280G of the Code, each Investor shall, or provided by the Company or shall cause any of its Acquired Entities, as applicable, to (i) as soon as reasonably practicable, but in no event later than five (5) Business Days prior to the Company Subsidiaries Closing Date, secure from each “disqualified individual” (as defined in Section 280G(c) of the Code) who is entitled to receive any person payment or benefit to be paid as a result of or in connection with the transactions contemplated by this Agreement could reasonably that would be expected deemed to, separately or in the aggregate, without regard to the measures described herein, constitute “parachute payments” under within the meaning of Section 280G(b)(2) of the Code and could reasonably be expectedapplicable rulings and final regulations thereunder (“Section 280G Payments”), absent the vote described belowa waiver by such individual of any and all such Section 280G Payments, to result in the imposition of Taxes under Section 4999 of the Code, then and (ii) no later than five three (3) Business Days prior to the ClosingClosing Date, submit to the Company stockholders of the Investor, or such Acquired Entity, as applicable, for a vote the right of any such individual to receive all such Section 280G Payments in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. No later than four (4) Business Days prior to the Closing Date, such Investor or Acquired Entity shall use commercially reasonable efforts provide adequate disclosure to (a) obtain from each stockholders of such Person who is a that hold voting stock of such Person, in form and substance reasonably satisfactory to the other Investor, of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(Bsatisfies Section 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations regulations promulgated thereunder. The Company shall forward Each Investor agrees to EQV at least five days prior to distribution provide to the intended recipients, copies other Investor written drafts of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and any such stockholder disclosure statement) for EQV’s review , waivers, and commentstockholder approval forms that will be provided to disqualified individuals and stockholders in advance of delivering such documents to the disqualified individuals and stockholders, as applicable and allow the other Investor and its representatives a reasonable opportunity to provide comments on such documents, and the Company Investor or its Acquired Entities, as applicable, seeking consent and their respective representatives shall incorporate all reasonable consider and not unreasonably omit any changes or comments received from EQV on such documents prior to thereto requested by the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive other Investor or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedits representatives. Prior to the Closing, the Company Investor or such Acquired Entity, as applicable, seeking consent shall deliver to EQV the other Investor evidence reasonably satisfactory acceptable to EQV such other Investor that a stockholder vote was solicited in accordance with the foregoing provisions and that either (iA) a vote the requisite number of the Company’s equityholders stockholder votes was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived Section 280G BenefitsPayments (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived Section 280G Benefits have not been and shall not be paid, payable, received made or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveprovided.

280G. If Prior to the Closing Date, (a) the Company determines, in good faith, that any payments or benefits payable or provided shall use commercially reasonable efforts to submit for approval by the Company or any Stockholders, in conformance with Section 280G of the Company Subsidiaries to Code and the regulations thereunder (the “280G Stockholder Vote”), any person in connection with the transactions contemplated by this Agreement could payments that constitute or would reasonably be expected to constitute “parachute payments” under with respect to the transactions contemplated by this Agreement pursuant to Section 280G(b)(2) 280G of the Code and could reasonably be expected(each, absent the vote described below, to result in the imposition a “Parachute Payment”) on behalf of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the CodeCode and the regulations promulgated thereunder) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of which are irrevocably waived by such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and individual under clause (b) for all such obtained waivershereof, solicit (b) prior to the approval of its equityholders entitled to vote on such matters of the Waived 280G BenefitsStockholder Vote, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior use commercially reasonably efforts to obtain a waiver of the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain any Parachute Payment (in the Waived absence of the 280G Benefits, such that if such equityholder approval is not obtained, no portion Stockholder Vote) from each of the Waived applicable “disqualified individuals” whose Parachute Payment would be subject to the 280G Benefits shall be paid, payable, received or retained. Prior Stockholder Vote (the “280G Waivers”) and (c) prior to the Closingdistribution of the 280G Stockholder Vote materials and the 280G Waivers, the Company shall deliver to EQV evidence reasonably satisfactory Parent’s outside legal counsel for review complete copies of all disclosure and other related documents that will be provided to EQV that (i) a vote of the Company’s equityholders was obtained Company Stockholders in conformance connection with Section the 280G of the Code Stockholder Vote in a manner providing Parent with sufficient time to review and comment thereon, and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect shall consider all reasonable comments of Parent in good faith. The parties acknowledge that, to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to extent any EQV Arrangement (defined as any arrangement agreed upon or arrangements entered into by, or at the direction of, EQV and/or of Parent or between Parent and its Affiliates, on the one hand, and a “disqualified individual,” , on the other handhand (“Parent Arrangements”) are Parachute Payments, on or prior to the Closing Date) that has been disclosed Parent shall provide to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine a written description of any Parent Arrangements and the value (for purposes of Section 280G of the Code) Code of any payments or benefits granted or contemplated therein that could such Parent Arrangements reasonably be expected to constitute a “parachute payment” under Section 280G in advance of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described Company’s request of the waivers under clause (b) above.

280G. If (i) To the extent applicable, the Company determineswill seek to obtain, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could from each individual who would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution respect to the intended recipients, copies Company (within the meaning of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the applicable rulings and final regulations thereunder promulgated thereunder) and who could reasonably be expected to receive “parachute payments” (within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations promulgated thereunder) (such payments, “Section 280G Payments”), a waiver of such individual’s right to receive or retain such portion (which may be all) of such Section 280G Payments as is necessary to ensure that such individual will not receive or retain any parachute payments in excess of 2.99 times such individual’s “base amount” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder) in the absence of the Shareholder approval contemplated herein. (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior Prior to the Closing Date, the Company shall cooperate submit to its Shareholders for approval, in a manner meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder, any and all payments or benefits with EQV respect to any disqualified individual that has executed a waiver pursuant to Section 7.1(b)(i) (including all such payments or benefits described in good faith information that is provided by Acquiror pursuant to calculate this Section 7.1(b)(ii)) and that, separately or determine in the value aggregate, could reasonably be expected to constitute Section 280G Payments in the absence of such Shareholder approval, and the Shareholder vote on such approval (for purposes the “280G Vote”), such that no such Section 280G Payments will constitute “excess parachute payments” (within the meaning of Section 280G of the CodeCode and the applicable rulings and final regulations promulgated thereunder). No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall provide the Acquiror with an accurate and complete list of all disqualified individuals with respect to the Company (each an “Identified Disqualified Individual”). No later than five (5) Business Days prior to the anticipated Closing Date, Acquiror shall provide the Company with information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or contemplated therein that could to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Acquiror or its Affiliates, together with any other relevant payments and benefits, would reasonably be expected to constitute Section 280G Payments for any Identified Disqualified Individual in the absence of Shareholder approval as described above (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date); it being understood that, to the extent excise taxes are imposed upon a “parachute payment” disqualified individual under Section 4999 of the Code and/or the Acquiror or its Affiliates are disallowed from deducting expenses for payments to a disqualified individual under Section 280G of the CodeCode solely due to Acquiror’s failure to timely provide information required by this sentence with respect to such disqualified individual and not due to any contributing failure by Company or the Shareholders, and incorporate such EQV Arrangements into its calculations and neither the Company nor the Shareholders shall be considered to be in violation of this covenant and/or the representations relating to Section 280G equityholder approval of the Code with respect to such excise taxes or disallowed deductions. (iii) No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall provide to Acquiror (or its counsel) drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the 280G Vote process described aboveand shall incorporate all of Acquiror’s reasonable comments, including as they relate to any Acquiror arrangements that may be entered into in connection with Closing.

280G. If To the Company determines, in good faith, extent that any payments or benefits payable or provided by “disqualified individual” (within the Company or any meaning of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2280G(c) of the Code and could reasonably be expected, absent the vote described below, regulations thereunder) has the right to result in receive any payments or benefits that are contingent (within the imposition meaning of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) on the transactions contemplated by this Agreement and who has a right or potential right that could be deemed to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in within the meaning of Section 280G(b280G(b)(2)(A) of the CodeCode and the regulations thereunder) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be (the “parachute payments” pursuant to Section 280G Payments”), then, prior to the Closing the Company shall, or shall cause the applicable Affiliate to, use commercially reasonable best efforts to (i) solicit and obtain from each individual who is, as of the Code Closing Date, a “disqualified individual” a waiver of such disqualified individual’s rights, subject to the approval described in clause (ii) below, to some or all of such waived portion of any payments and/or benefits, or benefits (the “Waived 280G Benefits”) and so that any remaining payments or benefits shall not be deemed to be “excess parachute payments” (b) for all such obtained waivers, solicit within the approval meaning of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or thereunder), and (ii) such requisite Company equityholder approval has not been obtained with respect to each individual who executes the waiver described in clause (i), submit to a vote in the manner required under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A-7 of Treasury Regulations § 1.280G-1), the right of any such “disqualified individual” to receive the Waived 280G Benefits. In connection with the foregoing, andPurchaser (a) will, as a consequenceno later than ten (10) Business Days prior to the Closing Date, provide the Waived 280G Benefits have not been and shall not be paidCompany with any contract, payable, received agreement or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or plan entered into by, by the Purchaser (or at the direction of, EQV and/or its Affiliates, on of the one hand, Purchaser) and a “disqualified individual,” on the other hand, on individual (or reasonably be expected to be entered into at or prior to the Closing Date) that has been disclosed the (the “Purchaser Arrangements”) to determine whether any payments made or to be made, or benefits granted or to be granted, pursuant to such Purchaser Arrangements could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and (b) shall cooperate with the Company in good faith to provide the Company with information necessary for the Company to make such determination and for the Company to prepare the required disclosure at least five (5) Business Days prior to the Company at obtaining the waivers and soliciting the vote as set forth in this Section 5.19. In any event, the Purchaser’s failure to provide the Purchaser Arrangements pursuant to the terms of this Section 5.19, for any reason, will not by itself result in a breach of the covenants set forth in this Section 5.19 by the Company. At least five one (1) Business Days Day prior to the Closing Date, the Company shall cooperate with EQV deliver to Purchaser documents evidencing the results of such vote. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. At least three (3) Business Days prior to soliciting such waivers and soliciting such stockholder approval as contemplated in this Section 5.19, the Company shall provide to Purchaser drafts of such waivers and such stockholder approval materials (including the calculations and analysis supporting such documentation)for Purchaser’s review and reasonable opportunity to comment, and the Company shall in good faith consider any such comments. Nothing contained in this Section 5.19 shall be deemed to calculate require (i) the Company to obtain a waiver from any “disqualified individual” or determine the value (for purposes of Section 280G ii) any specific outcome of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under vote described in this Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above5.19.

280G. If Promptly following the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any execution of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the ClosingAgreement, the Company shall use commercially its reasonable best efforts to obtain and deliver to Parent a waiver agreement, in the form approved by Parent (a) obtain each, a “280G Waiver”), from each Person who the Company, in consultation with Parent, reasonably believes is a “disqualified individual” (as defined in within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite approval of the holder of Company Capital Stock of such parachute payments is obtained pursuant to this section. Promptly following the delivery by the Company to Parent of each 280G Waiver described in this section, the Company shall submit to the holders of the Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) and who has a right or potential right to by such number of shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code any payments or benefits that are subject to a 280G Waiver and that the Company, in connection that couldconsultant with Parent, individually determines may separately or in the aggregate, constitute “parachute payments” (as defined in within the meaning of Section 280G(b) 280G of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefitsCode and the regulations promulgated thereunder), such that all remaining such payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and prior to the Effective Time the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) that a vote of holders of Company Capital Stock was solicited in conformance with Section 280G equityholder and the regulations promulgated thereunder (the “280G Vote”), and the requisite approval process described aboveof the holders of Company Capital Stock was obtained with respect to any payments or benefits that were subject to such 280G Vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the 280G Waivers of those payments or benefits which were executed by the affected individuals prior to the 280G Vote.

280G. If applicable, the Company determines, in good faith, that any payments (or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2its Affiliate) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days shall (a) prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain solicit from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and who (ii) has a right or potential right to any payments or and/or benefits in connection with the transactions contemplated by this Agreement that could, individually or in the aggregate, could be deemed to constitute “parachute payments” (as defined in pursuant to Section 280G(b) 280G of the Code) an executed , a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) ), and (b) for all such obtained waivers, solicit prior to the Closing, submit for approval of by the Company’s (or its Affiliate’s) equityholders entitled to vote on such matters of the Waived 280G Benefits, to the extent and in a the manner that complies with required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunderCode. The Company (or its Affiliate) shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive not pay or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion provide any of the Waived 280G Benefits if such Waived 280G Benefits are not approved by the applicable equityholders as contemplated above. Before soliciting the “disqualified individuals” as provided under this Section 6.6, the Company shall be paidincorporate all of the Purchaser’s reasonable comments to the Company’s drafts of the consent, payablewaiver, received disclosure statement and calculations previously provided to Purchaser or retainedits counsel. Prior to the ClosingClosing Date, the Company shall deliver to EQV the Purchaser evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code Company (or its Affiliate) was solicited in accordance with the foregoing and whether the regulations thereunder requisite number of votes of the equityholders of the Company (or (iiits Affiliate) such requisite Company equityholder approval has not been was obtained with respect to the Waived 280G Benefits, and, as a consequence, Benefits or that the vote did not pass and the Waived 280G Benefits have not been and shall will not be paid, payable, received paid or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above.

280G. If The Company shall prior to the Closing Date, seek to obtain the approval of the Stockholders (in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated pursuant thereto) with respect to any payments to be made by the Company determinesand its Subsidiaries with respect to arrangements in place at the Closing that would, in good faithabsent Stockholder approval (“Stockholder Approval”), that be excess parachute payments as a result of the transactions contemplated hereby. Such Stockholder Approval shall include any payments contract, agreement, or benefits payable or provided plan entered into by Parent, the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code their Affiliates and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with the transactions contemplated by this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, Agreement on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to before the Closing Date, provided that Parent shall provide a copy of such contract, agreement or plan to the Company and the Representative at least 15 days before the Closing Date and shall cooperate with EQV the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code. Prior to such Stockholder approval, the Company shall use commercially reasonable efforts to obtain waivers from such individuals, such that unless such payments are approved by the Stockholders to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, no such payments shall be made. Copies of all disclosures, waivers, consent, and incorporate voting materials used in connection with the foregoing shall be provided to Parent at least three (3) Business Days in advance of distribution to stockholders or the disqualified individuals, as applicable, and Parent shall be provided with a reasonable opportunity to comment thereon (and the Company will include in such EQV Arrangements into materials any reasonable comments provided by Parent). The Company shall provide to Parent at or prior to the Effective Time evidence reasonably satisfactory to Parent that the Company has satisfied its calculations and 280G equityholder obligations under this Section 10.02. For the avoidance of doubt, the Closing shall not be conditioned on such vote described in this Section 10.02 occurring or receiving Stockholder approval process described abovefor any such payments.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the The Company shall use commercially reasonable efforts to (a) obtain secure from each Person that is a U.S. taxpayer and who is is, with respect to the Company, a “disqualified individual” (as defined in within the meaning of Section 280G of the Code) and who that has a right or potential right to any payments or and/or benefits in connection that could, individually which may separately or in the aggregate, constitute “parachute payments” (as defined in pursuant to Section 280G(b) 280G of the CodeCode (“Section 280G Payments”) an executed (which determination shall be made by the Company and shall be subject to review and approval by the Buyer, which approval shall not be unreasonably withheld) a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to (within the meaning of Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”Code) and (b) submit to the Company Shareholders for all approval (in a manner reasonably satisfactory to the Buyer), by such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters Company Shareholders as is required by Section 280G(b)(5)(B) of the Code, any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV the Buyer evidence reasonably satisfactory to EQV the Buyer that (iA) a vote of the Company’s equityholders Company Shareholders was obtained solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder or (ii) such and the requisite Company equityholder stockholder approval has not been was obtained with respect to any payments and/or benefits that were subject to the Waived vote of Company Shareholders (the “280G BenefitsShareholder Approval”), or (B) the 280G Shareholder Approval was not obtained and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received made or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior provided to the Closing Date) that has been disclosed extent they would cause any amounts to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of constitute Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovePayments.

280G. If Prior to the Closing, the Company determines, in good faith, that shall (a) use commercially reasonable efforts to secure from each person who has a right to any payments and/or benefits as a result of or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably herein that would be expected deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such person’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such person so that all remaining payments and/or benefits applicable to such person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G(b)(2280G of the Code and (b) seek the approval of its stockholders who are entitled to vote in a manner that complies with Section 280G(b)(5)(B) of the Code and could reasonably be expectedTreasury Regulation Section 1.280G-1, absent the which shall include adequate written disclosure to all stockholders who are entitled to vote described belowprior to such vote, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five any such Waived 280G Benefits. Within ten (10) Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to IIAC the intended recipients, copies of all documents parachute payment calculations prepared by the Company in connection with this and/or its advisors. Additionally, at least five (5) Business Days prior to obtaining the Section 6.15 (including supporting analysis 280G waivers, and calculationsprior to seeking such stockholder approval, form the Company shall provide drafts of waiver agreement, equityholder consent such waivers and disclosure statement) such stockholder approval materials to IIAC for EQV’s its review and comment, comment and the Company shall incorporate all reasonable consider IIAC’s comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedthereon in good faith. Prior to the Closing, the Company shall deliver to EQV IIAC evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders stockholders who are entitled to vote was obtained solicited in conformance accordance with the foregoing provisions of this Section 280G of the Code and the regulations thereunder or (ii) such requisite 6.26. The Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paidrequired to fulfill the obligations of this Section 6.26 if, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to Closing, counsel for both the Company at least five Business Days prior to the Closing Date, and IIAC agree and determine in writing that the Company shall cooperate with EQV obligations set forth in good faith to calculate or determine the value (for purposes of this Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably 6.26 will not be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboverequired.

280G. If In the Company determines, in good faith, event that any payments or and/or benefits payable or provided by the Company or any as a result of the Company Subsidiaries Transactions to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, Company or its Subsidiary (within the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes meaning of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute paymentpayments” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”), including any compensation that may be paid or payable under any agreement with Buyer to be entered into on or prior to the Closing (subject to the disclosure requirements set forth below), then prior to Closing, the Company shall (i) seek from such disqualified individual a written waiver, in a form reasonably satisfactory to the Company and Buyer, that shall provide that, if the requisite stockholder approval under Section 280G(b)(5)(B) of the Code is not obtained, such disqualified individual’s Section 280G Payments shall be reduced so that such Section 280G Payments do not exceed three times the disqualified individual’s “base amount” under Section 280G of the Code less one dollar, if reasonably determined by the Company and Buyer to be required to enable such stockholder approval to be valid for purposes of complying with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code (the “280G Shareholder Approval Procedures”), and (ii) provided the waiver in subsection (i) is obtained, submit to the Stockholders for approval, in a manner and form that is intended to comply with the 280G Shareholder Approval Procedures, such Section 280G Payments. No later than five (5) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and disclosure and approval materials (and related calculations) to Buyer for its review, comment and approval, which shall not be unreasonably withheld. To the extent applicable, the Company shall provide to Buyer the results of such stockholder vote at or prior to the Closing, and shall provide to Buyer evidence reasonable satisfactory to Buyer that either (A) the requisite number of votes of holders of the equity interests of the Company was obtained with respect to the Section 280G Payments (the “280G Approval”) or (B) the 280G Approval was not obtained, and, as a result, no Section 280G Payments shall be made or provided. Notwithstanding the foregoing, Buyer shall provide the Company with sufficient information in a timely manner regarding each agreement any disqualified individual will enter into with Buyer or an affiliate of Buyer on or prior to the Closing, if any, in order to enable the Company to determine whether a payment under each such agreement constitutes (either alone or in combination) a Section 280G Payment, and to obtain and waiver and stockholder approval of any compensation payable under each such agreement in accordance with the 280G Shareholder Approval Procedures, and, to the extent Buyer fails to do so and compensation paid or payable under any agreement with Buyer results in excise taxes imposed upon disqualified individuals by Section 4999 of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovethe Company shall not be considered to be in violation of this covenant.

280G. If To the extent that the Company determinesdetermines that Section 280G of the Code is applicable to the Transactions, in good faith, that any payments or benefits payable or provided by the Company shall request that each Person (each, a “Disqualified Individual”) to whom any payment or any of the Company Subsidiaries benefit is required or proposed to any person be made in connection with the transactions contemplated by this Agreement Transactions that could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the CodePayments”) and who has execute a right or potential written agreement waiving such Disqualified Individual’s right to any payments receive some or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights payment or benefit (the “Waived Benefits”), to any such payments and/or benefits, such the extent necessary so that all remaining payments and/or and benefits applicable to such Person Disqualified Individual shall not be deemed to be “a parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefitspayment, the “Waived 280G Benefits”) and (b) accepting in substitution for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, Benefits the right to receive the Waived Benefits only if approved by the Stockholders in a manner that complies with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and Code. In connection with the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution foregoing, to the intended recipientsextent that any contract, copies of all documents prepared agreement, or plan is entered into by the Company Parent or its Affiliates and a Disqualified Individual in connection with the transactions contemplated by this Section 6.15 Agreement before the Closing Date (including supporting analysis and calculationsthe “Purchaser Arrangements”), form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and Parent shall provide the Company shall incorporate all reasonable comments received from EQV on with a copy of such documents contract, agreement or plan prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedClosing Date. Prior to the Closing, the Company shall deliver submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 7.05 for approval by the Stockholders and such Disqualified Individual’s right to EQV evidence reasonably satisfactory to EQV that (i) a vote receive the Waived Benefits shall be conditioned upon receipt of the Company’s equityholders was obtained requisite approval by the Stockholders in conformance a manner that complies with Section 280G 280G(b)(5)(B) of the Code Code; provided that in no event shall this Section 7.05 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any contract or agreement that such Disqualified Individual has with the Company or any of its Affiliates or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 7.05 if any such Disqualified Individual refuses to waive any such rights or if the Stockholders fail to approve any Waived Benefits. The Company shall provide Parent and its counsel with a copy of the waiver agreement and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company disclosure statement contemplated by this Section 7.05 at least five (5) Business Days prior to delivery to each Disqualified Individual and the Closing DateStockholders of such waiver agreement and disclosure statement, respectively, and the Company shall cooperate with EQV in good faith to calculate incorporate any changes reasonably requested by Parent or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovecounsel.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior Prior to the Closing, the Company shall use commercially reasonable best efforts to (a) obtain an executed waiver from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to of that portion of any payments or economic benefits in connection received or payable to such Person that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV Parent at least five three (3) days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 5.8 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQVParent’s review and comment, and the Company shall incorporate all reasonable comments received from EQV Parent on such documents prior to the distribution to the intended recipients. Prior to the Closing, the Company shall deliver to Parent evidence of the results of such vote. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Parent Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV Parent and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to of which the Company at least five Business Days is aware prior to the Closing Date, the Company shall cooperate with EQV Parent in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Parent Arrangements (defined as any arrangement agreed upon or entered into by, or at the direction of, Parent and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) into its calculations and 280G equityholder approval process described above.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the The Company shall (i) use commercially reasonable efforts to (a) obtain solicit a waiver from each Person who is a “disqualified individual” (as defined in within the meaning of Section 280G of the Code) and who has a right or potential right to any that shall provide that, if the requisite shareholder approval under Section 280G(b)(5)(B) of the Code is not obtained, no payments or benefits in connection that could, individually would separately or in the aggregate, aggregate constitute “excess parachute payments” (as defined in within the meaning of Section 280G(b) 280G of the Code) an executed waiver of all or a portion with respect to such disqualified individual in the absence of such Person’s rights shareholder approval shall be payable to any or retained by such disqualified individual to the extent such excess parachute payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall would not be deemed to be “parachute payments” pursuant to deductible by reason of the application of Section 280G of the Code (or would result in the imposition of excise Taxes under Section 4999 of the Code upon such waived portion of any payments and/or benefitsdisqualified individual, the “Waived 280G Benefits”) and (bii) for all such obtained waivers, solicit deliver to the approval of its equityholders entitled to vote on such matters of Company’s shareholders a disclosure statement that satisfies the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and disclosure obligations under Section 280G(b)(5)(B) of the Code and solicit the Treasury Regulations thereunderapproval of the Company’s shareholders under Section 280G(b)(5)(B). No Target Company shall make any such waived excess parachute payments that are not so approved. The Company shall forward to EQV at least five provide Purchaser with a copy of the form of such waiver, such disclosure statement, and the shareholder written consent for Purchaser’s reasonable review and approval, which shall not be unreasonably withheld, conditioned or delayed, no less than three (3) days prior to distribution delivery to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis each such disqualified individual and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or shareholders, respectively. No later than fifteen (ii15) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, with respect to each “disqualified individual” of the Company, the Company shall cooperate with EQV in good faith provide to calculate or determine the value (for purposes of Purchaser a customary Section 280G analysis prepared by or on behalf of the Code) Company that includes the Company’s good faith estimate of any all payments or and benefits granted or contemplated therein that could reasonably be expected provided to constitute such disqualified individual as a result of the transactions contemplated by this Agreement (alone or in combination with any other event) and such disqualified individual’s “parachute paymentbase amount” under as defined in Section 280G 280G(b)(3) of the Code, which analysis will be subject to Purchaser’s reasonable review and incorporate comment to be provided to the Company no later than ten (10) Business Days prior to the Closing Date, which reasonable comments the Company shall consider in good faith (and the waivers and shareholder approval described in the first sentence of this Section 6.12 shall not be distributed or solicited until such EQV Arrangements into its calculations and 280G equityholder approval process described abovereasonable comments have been provided by Purchaser to the Company or the Purchaser’s time period for providing such comments has elapsed).

280G. If To the extent necessary to avoid the application of Section 280G of the Code and the regulations thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) business days prior to the Closing Date, the Company determines, shall (a) use commercially reasonable efforts to obtain waivers (in good faith, that form and substance reasonably satisfactory to the Acquiror) from each Person who has a right to any payments and/or benefits as a result of or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could that would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) within the meaning of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) Code and who has a right as to which such Person waives his or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s her rights to any some or all of such payments and/or benefits, benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to (within the meaning of Section 280G of the Code (such waived portion of any payments and/or benefitsCode), the “Waived 280G Benefits”) and (b) for all such obtained waiversfollowing the execution of the waivers described in clause (a), solicit the approval of its equityholders entitled to vote on such matters the stockholders of the Company of any Waived 280G Benefits, in Benefits pursuant to a manner that complies with Sections 280G(b)(5)(A)(ii) and vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations thereunder, in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to the Acquiror. The Company shall forward to EQV at At least five three (3) business days prior to distribution to obtaining any waiver or soliciting stockholder approval, the intended recipients, Company shall provide the Acquiror with copies of all documents Section 280G-related documents, if any, including, without limitation, any Section 280G analysis prepared by the Company in connection with this Section 6.15 (including supporting analysis Company, the stockholder disclosure document, waivers and calculationsstockholder consents, form of waiver agreement, equityholder consent and disclosure statement) for EQVthe Acquiror’s review and commentapproval (which approval shall not be unreasonably withheld, conditioned or delayed) and the Company shall incorporate accept all reasonable comments received from EQV on such documents prior to made thereto by the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedAcquiror. Prior to the ClosingClosing Date, if applicable, the Company shall deliver to EQV the Acquiror evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G stockholders of the Code Company was solicited in accordance with the foregoing provisions of this Section 5.8 and that either (A) the regulations thereunder or (ii) such requisite Company equityholder approval has not been number of votes were obtained with respect to the Waived 280G BenefitsBenefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received made or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveprovided.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2At least ten (10) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall will use commercially reasonable best efforts to (a) obtain obtain, from each Person who to whom any payment or benefit is required or proposed to be made that could constitute a “disqualified individualparachute payment” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b280G(b)(2) of the Code) an executed waiver of all or a portion of written agreement waiving such Person’s rights right to any receive or retain some or all of such payments and/or benefits, such payment or benefit (the “Waived Benefit”) so that all remaining payments and/or or benefits applicable to such Person shall not be deemed to be a “parachute paymentspayment” pursuant to that would not be deductible under Section 280G of the Code Code. As soon as practicable thereafter but in any event at least three (such waived portion of any payments and/or benefits3) Business Days prior to the Closing, the “Waived 280G Benefits”) and (b) Company shall submit for all such obtained waivers, solicit the approval of its equityholders the stockholders of the Company entitled to vote on such matters matter, all payments and benefits that have been conditioned on the receipt of such approval (along with adequate disclosure intended to satisfy the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(Brequirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder). At least five (5) Business Days prior to soliciting such waivers and approval described herein, the Treasury Regulations thereunder. The Company shall forward provide its analyses, supporting documentation and drafts of such waivers, disclosure and approval materials to EQV at least five days prior to distribution to the intended recipientsAcquiror for its review and comment, copies of all documents prepared which comments shall be considered by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedgood faith. Prior to the Closing, the Company shall deliver to EQV Acquiror evidence reasonably satisfactory acceptable to EQV Acquiror that (i) a vote of holders of the Company’s equityholders equity interests of the Company was obtained solicited in conformance accordance with the requirements of Section 280G of the Code and the regulations thereunder foregoing provisions of this Section 6.7 and that either (i) the requisite number of votes approving the Waived Benefit was obtained from the holders of the equity interests of the Company (the “280G Approval”) or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G BenefitsApproval was not obtained, and, as a consequenceresult, the no Waived 280G Benefits have not been and Benefit shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above.made or

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in within the meaning of Section 280G of the CodeCode and the Department of Treasury regulations promulgated ​ thereunder) and who has a right or potential right with respect to any Target Company may receive any payment(s) or benefit(s) that could constitute parachute payments or benefits under Section 280G of the Code in connection that couldwith the Contemplated Transactions, individually or in then: (a) the aggregate, constitute Target Companies shall seek and use commercially reasonable efforts to obtain a waiver from each such “parachute paymentsdisqualified individual” (as defined a “Parachute Payment Waiver”); and (b) the Target Companies shall prepare and distribute to its equityholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) that execute a Parachute Payment Waiver and shall submit such payments to its equityholders for approval, in each case, in accordance with the requirements of Section 280G(b280G(b)(5)(B) of the Code) an executed waiver Code and the Department of all or a portion Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of such Person’s rights to any the equityholders, such payments and/or benefits, such that all remaining payments and/or and benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code (such waived portion of any payments and/or benefitsthe foregoing actions, the a “Waived 280G BenefitsVote”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained). Prior to the Closing, if a 280G Vote is required, the Company Target Companies shall deliver to EQV Buyer evidence reasonably satisfactory to EQV that Buyer, (i) that a vote of the Company’s equityholders 280G Vote was obtained solicited in conformance with Section 280G of the Code Code, and the regulations thereunder requisite equityholder approval was obtained with respect to any payments and/or benefits that were subject to the Target Companies equityholder vote (the “Section 280G Approval”) or (ii) such requisite Company equityholder approval has not been obtained with respect to that the Waived Section 280G Benefits, and, Approval was not obtained and as a consequence, pursuant to the Waived 280G Benefits have not been and Parachute Payment Waiver, such “parachute payments” shall not be paidmade or provided. The form of the Parachute Payment Waiver, payablethe disclosure statement, received any other materials to be submitted to the Target Companies; equityholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to a minimum of three business days (the “Review Period”) by Buyer, which approval shall not be unreasonably withheld. To the extent Buyer (or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates) enters into any arrangements that would otherwise qualify as parachute payments, on such arrangements shall be disregarded for purposes herein unless the one hand, Target Companies are provided with a written description (including all material terms and a “disqualified individual,” on the other hand, on or valuations) by Buyer prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G end of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above.Review Period. ​

280G. If the The Company determines, in good faith, that any payments or benefits payable or provided by the Company or any shall use commercially reasonable efforts to obtain a waiver of the Company Subsidiaries right to any person in connection with the transactions contemplated by this Agreement receive payments and/or benefits that reasonably could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and could regulations promulgated thereunder (a “Parachute Payment Waiver”) from each person who would be a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and who reasonably be expectedmight otherwise receive, have received, or have the right or entitlement to receive any payment or benefit that would, absent the vote described belowshareholder approval, to result in the imposition of Taxes be excess parachute payments under Section 4999 280G of the Code, then no later than five Business Days prior and the Company shall have delivered each such Parachute Payment Waiver to Parent on or before the date on which the shareholder vote pursuant to the Closingimmediately following sentence is conducted. Prior to the Closing Date, the Company shall use commercially reasonable efforts to (atake all actions necessary to conduct a shareholder vote in accordance with the requirements of Section 280G(b)(5) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) Code and who has a right or potential right Treasury Regulations section 1.280G-1, Q&A with respect to any and all payments or and/or benefits subject to a Parachute Payment Waiver that, in connection that couldthe absence of the executed Parachute Payment Waivers by the affected persons above, individually might otherwise result, separately or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) the payment of any amount and/or the Code) an executed waiver provision of all or a portion of such Person’s rights to any such payments and/or benefits, such benefit that all remaining payments and/or benefits applicable to such Person shall would not be deemed to be “parachute payments” pursuant to deductible by reason of Section 280G of the Code (such waived portion or that would be subject to an excise tax by reason of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters Section 4999 of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedCode. Prior to the ClosingClosing Date, the Company shall deliver to EQV evidence reasonably satisfactory the Parent written certification setting forth the results of any shareholder vote. Any form of Parachute Payment Waiver, disclosure statement and shareholder consent prepared by the Company and used in connection with any shareholder vote shall be provided to EQV that Parent at least five (i5) Business Days in advance of distribution to the disqualified individuals or Stockholders, as applicable, and Parent shall be provided with a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code reasonable opportunity to comment thereon and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained shall consider any reasonable comments with respect to the Waived 280G Benefits, and, same as a consequence, the Waived 280G Benefits have not been and are provided by Parent. The parties acknowledge that this Section 6.13 shall not be paid, payable, received or retained. For the avoidance of doubt, with respect apply to any EQV Arrangement (defined as any arrangement agreed upon or arrangements entered into by, or at the direction of, EQV and/or discretion of Parent or between Parent and its Affiliates, on the one hand, and a “disqualified individual,” , on the other handhand (“Parent Arrangements”), on or prior with respect to the Closing Date) that has period following the Closing, unless such Parent Arrangements have been disclosed to the Company at least five (5) Business Days prior to the Closing Date, so that, for the Company avoidance of doubt, compliance with this Section 6.13 shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein be determined as if such Parent Arrangements that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveare not so disclosed had not been entered into.

280G. If The Company shall (a) at least five (5) Business Days prior to the Company determinesClosing, in good faith, that use commercially reasonable efforts to obtain from each Person to whom any payments or benefits payable are required or provided by the Company or any of the Company Subsidiaries proposed to any person be made in connection with the consummation of the transactions contemplated by this Agreement could reasonably be expected to hereby that would constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected(each such Person, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the CodeDisqualified Individual”) and who has a right or potential written agreement waiving such Disqualified Individual’s right to any receive some or all of such payments or benefits in connection that could(the “Waived Benefits”), individually or in to the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such extent necessary so that all remaining payments and/or and benefits applicable to such Person Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to be “parachute payments” pursuant to Section 280G receive the Waived Benefits only if approved by the Board of Managers of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, Company in a manner that complies with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate (b) at least one day after obtaining such EQV Arrangements into waivers and prior to the Closing, submit for the approval of the Board of Managers of the Company, the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 5.06, and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Board of Managers of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. The Company will provide the Buyer and its calculations counsel with a copy of the waiver agreement and 280G equityholder approval process described abovethe disclosure statement prepared in connection with the actions contemplated by this Section 5.06 at least three (3) Business Days prior to delivery to each Disqualified Individual and the Board of Managers of the Company of such waiver agreement and disclosure statement, respectively, for review and comment.

280G. If Prior to the Effective Time, the Company determineswill (i) submit to all Persons entitled to vote (as determined in accordance with the Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer) reasonably believes, in good faiththe absence of shareholder approval of such payments and benefits, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “excess parachute payments” under within the meaning of Code Section 280G(b)(2280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior all such Persons with respect to the ClosingPotential Parachute Payments. Prior to the 280G Vote, the Company shall use commercially reasonable efforts to (a) obtain from cause each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b280G(c) of the Code) who might receive any Potential Parachute Payments to execute and deliver to the Company an executed waiver agreement to waive his or her Potential Parachute Payments unless the shareholders of all or a portion of such Person’s rights to any the Company approve such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to in accordance with the requirements of Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunderregulations promulgated thereunder (a “280G Waiver”), and such 280G Waiver shall continue to be in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Waivers entered into by the affected individuals, not be paid or provided for in any manner. The Company shall forward agrees to EQV at least five days prior to distribution provide Buyer written drafts of the 280G Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the intended recipientsdisqualified individuals and the Company’s shareholders, copies of all as applicable, and allow Buyer a reasonable opportunity to provide reasonable comments on such documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all any such reasonable comments received from EQV on such documents prior to into the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovedocuments.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior Prior to the ClosingFirst Closing Date, the Company Parent shall use commercially reasonable best efforts to (a) obtain from cause each applicable Acquired Company and Total Care Entity to submit and recommend for approval to a stockholder vote the right of any Person who is a “disqualified individual” (as defined in Section 280G 280G(c) of the Code) of the applicable Acquired Company and who has Total Care Entity (a right “Disqualified Individual”) to receive or potential right to retain, as applicable, any payments or and benefits in connection that could, individually or in the aggregate, constitute may be considered “parachute payments” within the meaning of Section 280G(b)(2) of the Code (as defined in “Parachute Payments”) to the extent necessary so that no payment received by such Disqualified Individual would be an “excess parachute payment” under Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant Code (determined without regard to Section 280G 280G(b)(4) of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G BenefitsCode), in a manner that complies with Sections 280G(b)(5)(A)(ii) and satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunderpromulgated thereunder (such vote, the “280G Vote”). The Company shall forward Prior to EQV obtaining the 280G Vote, and at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 one (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement1) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents week prior to the distribution First Closing Date, Parent shall provide Buyer with a draft of all material documents related to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G BenefitsVote, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code including any disclosure documents and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior waivers and Buyer shall provide Parent with all information and documents reasonably necessary to the Closing Date) that has been disclosed allow Parent to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of whether any payments made or to be made or benefits granted or contemplated therein that to be granted pursuant to any employment agreement or Contract entered into or negotiated by Buyer or any of its Affiliates, together with all other Parachute Payments could reasonably be expected considered to constitute a “parachute payment” under Section 280G of the Code, be Parachute Payments. Parent shall cause each applicable Acquired Company and Total Care Entity to incorporate into such EQV Arrangements into its calculations and 280G equityholder approval process described abovedocuments any reasonable comments that are timely provided by Buyer.

280G. If applicable, promptly following the execution of this Agreement, the Company determines, shall submit to the Shareholders for approval (in good faith, that any payments or benefits payable or provided a manner reasonably satisfactory to Buyer) as is required by the Company or any terms of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2280G(b)(5)(B) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or and/or benefits in connection that could, individually may separately or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived Section 280G BenefitsPayments”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company which determination shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared be made by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s shall be subject to review and commentapproval by Buyer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution Closing (but in no event later than five (5) Business Days prior to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the ClosingClosing Date), the Company shall deliver to EQV evidence Buyer notification and documentation reasonably satisfactory to EQV Buyer that (ia) a vote of the Company’s equityholders holders of the capital stock of the Company was obtained solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder or (ii) such and the requisite Company equityholder shareholder approval has not been was obtained with respect to any payments and/or benefits that were subject to the Waived Shareholder vote (the “280G BenefitsShareholder Approval”), and, or (b) that the 280G Shareholder Approval was not obtained and as a consequence, the Waived 280G Benefits have not been and that such payments and/or benefits shall not be paidmade or provided to the extent they would cause any amounts to constitute Section 280G Payments, payable, received or retained. For pursuant to the avoidance waivers of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at those payments and/or benefits which were executed by the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or affected individuals prior to the Closing Date) that has been disclosed vote of the holders of Company’s capital stock pursuant to this Section 7.13. The Company will provide Buyer and its counsel with a reasonable opportunity to review and comment on all documents to be delivered to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate shareholders and any person who is or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute be a “parachute paymentdisqualified individual” under (as defined in Section 280G 280G(c) of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above) in connection with the shareholder vote.

280G. If To the Company determines, in good faith, extent that any payments or benefits payable or provided by “disqualified individual” (within the Company or any meaning of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2280G(c) of the Code and could reasonably be expected, absent the vote described below, regulations thereunder) has the right to result in receive any payments or benefits that are contingent (within the imposition meaning of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) on the transactions contemplated by this Agreement and who has a right or potential right that could be deemed to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in within the meaning of Section 280G(b280G(b)(2)(A) of the CodeCode and the regulations thereunder) an executed (the “Section 280G Payments”), then, prior to the Closing the Company shall, or shall cause the applicable Affiliate to, use commercially reasonable best efforts to (i) solicit and obtain from each individual who is, as of the Closing Date, a “disqualified individual” a waiver of such disqualified individual’s rights, subject to the approval described in clause (ii) below, to some or all or a portion of such Person’s rights to payments or benefits (the “ Waived 280G Benefits”) so that any such payments and/or benefits, such that all remaining payments and/or or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to Section 280G (within the meaning of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or thereunder), and (ii) such requisite Company equityholder approval has not been obtained with respect to each individual who executes the waiver described in clause (i), submit to a vote in the manner required under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A-7 of Treasury Regulations § 1.280G-1), the right of any such “disqualified individual” to receive the Waived 280G Benefits. In connection with the foregoing, andPurchaser (a) will, as a consequenceno later than ten (10) Business Days prior to the Closing Date, provide the Waived 280G Benefits have not been and shall not be paidCompany with any contract, payable, received agreement or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or plan entered into by, by the Purchaser (or at the direction of, EQV and/or its Affiliates, on of the one hand, Purchaser) and a “disqualified individual,” on the other hand, on individual (or reasonably be expected to be entered into at or prior to the Closing Date) that has been disclosed the (the “Purchaser Arrangements”) to determine whether any payments made or to be made, or benefits granted or to be granted, pursuant to such Purchaser Arrangements could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and (b) shall cooperate with the Company in good faith to provide the Company with information necessary for the Company to make such determination and for the Company to prepare the required disclosure at least five (5) Business Days prior to the Company at obtaining the waivers and soliciting the vote as set forth in this Section 5.20. At least five one (1) Business Days Day prior to the Closing Date, the Company shall cooperate with EQV deliver to Purchaser documents evidencing the results of such vote. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. At least three (3) Business Days prior to soliciting such waivers and soliciting such shareholder approval as contemplated in this Section 5.20, the Company shall provide to Purchaser drafts of such waivers and such shareholder approval materials (including the calculations and analysis supporting such documentation)for Purchaser’s review and reasonable opportunity to comment, and the Company shall in good faith consider any such comments. Nothing contained in this Section 5.20 shall be deemed to calculate require (i) the Company to obtain a waiver from any “disqualified individual” or determine the value (for purposes of Section 280G ii) any specific outcome of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under vote described in this Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above5.20.

280G. If the Company determinesapplicable, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company Sellers shall, or shall cause its applicable Subsidiary or Affiliate to, (a) use commercially reasonable efforts to (a) obtain secure from each any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and who (ii) has a right or potential right to any payments or and/or benefits in connection with the transactions contemplated by this Agreement that could, individually or in the aggregate, would be reasonably likely to constitute “parachute payments” (as defined in pursuant to Section 280G(b) 280G of the Code) an executed , a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) ), and (b) for all such obtained Persons who executed such waivers, solicit the approval of its equityholders entitled to vote on such matters of submit the Waived 280G BenefitsBenefits for shareholder approval, to the extent and in a the manner that complies with required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code Code. No later than five (5) Business Days before the Closing Date, Sellers shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the Treasury Regulations thereunderapproval process and shall incorporate in good faith all of Parent’s reasonable comments. The Company shall forward to EQV at least five days prior to distribution Prior to the intended recipientsClosing Date, copies of all documents prepared by the Company in connection with this Section 6.15 Sellers shall deliver to Parent evidence reasonably satisfactory to Parent that (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statementx) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of a shareholder vote approving the Waived 280G Benefits shall be paid, payable, was received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder thereunder, or (iiy) such requisite Company equityholder shareholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paidpaid or provided. Notwithstanding the foregoing, payableto the extent that any Contract, received agreement, term sheet, plan or retained. For the avoidance of doubt, with respect to any EQV Arrangement other arrangement (defined as any arrangement agreed upon whether written or unwritten) is entered into by, by Parent or at the direction of, EQV and/or any of its Affiliates, on the one hand, Affiliates and a “disqualified individual,” on (as defined in Section 280G of the other hand, on or Code) in connection with the transactions contemplated by this Agreement prior to the Closing Date) that has been disclosed Date (the “Parent Arrangements”), Parent shall provide a copy of such Contract, agreement, term sheet, plan or summary of such other arrangement to the Company Sellers at least five ten (10) Business Days prior to before the Closing Date, the Company Date and shall cooperate with EQV Sellers and their counsel in good faith in order to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein therein, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could reasonably be expected to constitute constitute, individually or in the aggregate with any other payment or benefit, a “parachute payment” under Section 280G of the Code; provided that, and incorporate in any event, Seller’s or its applicable Subsidiary’s or Affiliate’s failure to include the Parent Arrangements in the shareholder approval materials described herein due to Parent’s breach of its obligations set forth herein shall not result in a breach of this Section 6.15. In no event shall Sellers be deemed in breach of this Section 6.15 if any “disqualified individual” refuses to execute a waiver or the shareholder vote is not obtained due to applicable shareholders not approving such EQV Arrangements into its calculations and Waived 280G equityholder approval process described aboveBenefits.

280G. If To the extent the Company determines, in good faith, determines that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with payment resulting from the transactions contemplated by under this Agreement could is reasonably be expected likely, without regard to constitute “parachute payments” the measures described in this Section 6.13, to payments that are not deductible under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 280G of the Code, then no later than five Business Days the following provisions shall apply: (a) The Company shall seek and deliver to Buyer, prior to the Closinginitiation of the 280G Approval (as defined below), the Company shall use commercially reasonable efforts to a waiver (aa “Parachute Payment Waiver”) obtain from each Person who who, with respect to any Company Entity and any Company Entity affiliated group member (as defined under Section 280G(d)(5) of the Code), is a “disqualified individual” (as defined in Section 280G within the meaning of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion and the regulations promulgated thereunder), as determined immediately prior to the initiation of any payments and/or benefits, the “Waived 280G Benefits”) Approval (as defined below), and who might otherwise receive, have received, or have the right or entitlement to receive any “parachute payment” (b) for all such obtained waivers, solicit within the approval meaning of its equityholders entitled to vote on such matters Section 280G of the Waived Code and the regulations promulgated thereunder) as a result of the transactions contemplated under this Agreement. Pursuant to the Parachute Payment Waiver each such Person will agree that, unless the 280G Benefits, Approval has been obtained in a manner that complies with Sections 280G(b)(5)(A)(ii) and which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder. The Company shall forward , to EQV at least five days prior to distribution to the intended recipients, copies of waive any and all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right or entitlement to receive or retain the Waived 280G Benefitspayments, such acceleration of vesting and/or other benefits that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior could otherwise constitute “parachute payments” to the Closingextent the aggregate present value thereof exceeds three times such Person’s “base amount” less $1, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained determined in conformance accordance with Section 280G of the Code and the regulations thereunder or promulgated thereunder. (iib) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement At least two (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date2) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV submit to shareholders of the relevant Company Entity or Company Entity affiliated group member (as defined under Section 280G(d)(5) of the Code) for a vote of all such waived payments in good faith a manner such that, if such vote is adopted by the shareholders in a manner which satisfies Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (including, without limitation, to calculate the extent applicable, the requirement that a separate vote of the holders of equity interests of certain “entity shareholder” occur), no payment or determine the value (benefit received by such “disqualified individual” would be a “parachute payment” for purposes of Section 280G of the Code) Code (the “280G Approval”). The taking of any payments or benefits granted or contemplated therein that could reasonably be expected such vote to constitute a “parachute payment” under Section obtain the 280G Approval, including all materials and information that are provided to the members in connection with such vote, shall have complied with applicable laws and prior to the Closing Date, the Company shall deliver to Buyer evidence that such vote was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (i) 280G Approval was obtained, or (ii) 280G Approval was not obtained, and as a consequence, the parachute payments subject to the Parachute Payment Waivers shall not be made or provided. (c) The Company shall provide the Buyer with the opportunity to review, comment on, and approve all aspects of any documentation required to be provided in accordance with this Section 6.13 and shall provide such documentation to the Buyer at least (3) Business Days prior to its submission to the disqualified individuals or shareholders, as applicable. The Company shall revise any such documentation to incorporate all reasonable comments of the CodeBuyer prior to the delivery of such documentation to the disqualified individuals or shareholders, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveas applicable.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior Prior to the Closing, the Company shall use commercially reasonable efforts to (ai) seek to obtain a waiver from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to of that portion of any payments or economic benefits in connection received or payable to such Person that could, individually or in the aggregate, is reasonably expected to constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) ), and (bii) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters shareholders of the any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV the Buyer Parties at least five (5) days prior to distribution the submission to the intended recipients, shareholders entitled to vote on such matters copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations6.21 for the Buyer Parties’ review. Prior to Closing, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior deliver to the distribution to Buyer Parties evidence of the intended recipientsresults of such vote. Such equityholder shareholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G BenefitsPayments, such that if such equityholder shareholder approval is not obtained, no portion of the Waived 280G Benefits Payments shall be paid, payable, received or retained. Prior Notwithstanding the foregoing, to the Closingextent that any Contract, agreement, or plan is entered into by any member of the Buyer Group or any of their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), the Company Buyer Group shall deliver to EQV evidence reasonably satisfactory to EQV that (i) provide a vote copy of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder such Contract, agreement or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed plan to the Company and the Seller at least five Business Days prior to fifteen (15) days before the Closing Date, the Company Date and shall cooperate with EQV the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code; provided, and incorporate such EQV that, in any event, the Company’s failure to include the Buyer Arrangements into its calculations and 280G equityholder approval process in the stockholder voting materials described aboveherein, for any reason, will not result in a breach of the covenants set forth in this Section 6.21.

280G. If To the extent necessary to avoid the application of Section 280G of the Code and the regulations thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than three (3) Business Days prior to the Closing Date, the Company determines, shall (a) use commercially reasonable best efforts to obtain waivers (in good faith, that form and substance reasonably satisfactory to Acquiror) from each Person who has a right to any payments and/or benefits as a result of or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could that would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) within the meaning of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) Code and who has a right as to which such Person waives his or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s her rights to any some or all of such payments and/or benefits, benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to (within the meaning of Section 280G of the Code (such waived portion of any payments and/or benefitsCode), the “Waived 280G Benefits”) and (b) for all such obtained waiversfollowing the execution of the waivers described in clause (a), solicit the approval of its equityholders entitled to vote on such matters the stockholders of the Company of any Waived 280G Benefits, in Benefits pursuant to a manner that complies with Sections 280G(b)(5)(A)(ii) and vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations thereunder, in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to Acquiror. The At least two (2) Business Days prior to obtaining any waiver or soliciting stockholder approval, the Company shall forward to EQV at least five days prior to distribution to the intended recipients, provide Acquiror with copies of all documents Section 280G-related documents, if any, including, without limitation, any Section 280G analysis prepared by the Company in connection with this Section 6.15 (including supporting analysis Company, the stockholder disclosure document, waivers and calculationsstockholder consents, form of waiver agreement, equityholder consent and disclosure statement) for EQVAcquiror’s review and commentapproval (which approval shall not be unreasonably withheld, conditioned or delayed) and the Company shall incorporate accept all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedmade thereto by Acquiror. Prior to the ClosingClosing Date, if applicable, the Company shall deliver to EQV Acquiror evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G stockholders of the Code Company was solicited in accordance with the foregoing provisions of this Section 5.6 and that either (A) the regulations thereunder or (ii) such requisite Company equityholder approval has not been number of votes were obtained with respect to the Waived 280G BenefitsBenefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received made or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveprovided.

280G. (a) If necessary, the Company determinesshall use its commercially reasonable best efforts to solicit, in good faithprior to the initiation of the requisite stockholder approval procedure under the immediately following clause (b), that any payments or benefits payable or provided by a Parachute Payment Waiver (the “Parachute Payment Waiver”), from each Person who the Company or any reasonably believes could be, with respect to the Company, a “disqualified individual” (within the meaning of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and could reasonably be expectedthe regulations promulgated thereunder), absent and who might otherwise have received, receive or have the vote described right or entitlement to receive a Section 280G Payment (as defined below), to result the extent the value thereof equals or exceeds three times such Person’s “base amount” determined in the imposition of Taxes under accordance with Section 4999 280G of the CodeCode and the regulations promulgated thereunder, then no later than five Business Days unless the 280G Stockholder Approval (as defined below) is obtained pursuant to the immediately following clause (b). (b) If necessary, prior to the Closing, the Company shall use commercially reasonable efforts submit to (a) obtain from each Person who is a “disqualified individual” (as defined in the Company stockholders, for approval by such Company stockholders holding the number of shares of stock required by the terms of Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b280G(b)(5)(B) of the Code) an executed waiver , a written consent in favor of all or a portion proposal to render the parachute payment provisions of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion and the regulations thereunder inapplicable to all Section 280G Payments. “Section 280G Payments” means any payments or benefits that might reasonably be expected to result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that causes the payments and/or benefits, the “Waived or benefits to not be deductible by reason of Section 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled or that would be subject to vote on such matters an excise tax under Section 4999 of the Waived 280G BenefitsCode. If necessary, prior to delivery of documents to the stockholders in connection with the stockholder approval contemplated by this paragraph the Company shall provide Parent, ▇▇▇▇▇▇▇ and their counsel with a reasonable opportunity to review and approve all documents to be delivered to the stockholders in connection with such stockholder approval, which such approval shall not be unreasonably withheld, conditioned or delayed. Any such stockholder approval shall be sought by the Company in a manner that complies with Sections 280G(b)(5)(A)(ii) and which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days If necessary, prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV ▇▇▇▇▇▇▇ and Parent confirmation that (i) a vote of the Company’s equityholders holders of Company Common Stock was obtained solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) such requisite Company equityholder approval has not been obtained with respect to that the Waived 280G BenefitsStockholder Approval was not obtained; provided, andhowever, as a consequence, that the Waived 280G Benefits have not been and parties agree that this Section 4.9 shall not be paid, payable, received breached or retained. For deemed breached by reason of (x) the avoidance refusal of doubt, with respect any disqualified individual to any EQV Arrangement execute a waiver or (defined as y) the value of any arrangement agreed upon or entered into by, by or at the direction ofof Parent, EQV and/or ▇▇▇▇▇▇▇ or its or their Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above.

280G. If To the Company determines, in good faith, extent that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “"disqualified individual” " (as defined in within the meaning of Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B280G(c) of the Code and the Treasury Regulations regulations thereunder. The Company shall forward ) has the right to EQV at least five days prior receive any payments or benefits that reasonably would be expected to distribution be deemed to constitute "parachute payments" (within the intended recipientsmeaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), copies of all documents prepared by then, the Company in connection with this Section 6.15 (including supporting analysis and calculationswill, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution Closing Date, (a) solicit from each Person who the Company reasonably believes is, with respect to the intended recipients. Such equityholder approvalCompany, if obtained, shall establish the a "disqualified individual’s right ," a waiver of such disqualified individual's rights to receive some or retain all of such payments or benefits (the "Waived 280G Benefits"), such so that if such equityholder approval is any remaining payments and/or benefits will not obtained, no portion be deemed to be "excess parachute payments" (within the meaning of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or thereunder), and (iib) such requisite Company equityholder approval has not been obtained thereafter, with respect to each individual who executes the waiver described in clause (a), submit to a vote of the equityholders of the Company entitled to vote on such matters, in the manner intended to satisfy the requirements under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, the right of any such disqualified individual to receive the Waived 280G Benefits. In no event will this Section 6.12 be construed to require the Company to compel any disqualified individual to waive any existing rights under any Contract or arrangement that such disqualified individual has with the Company or its Affiliates, andand in no event will the Company be deemed to be in breach of this Section 6.12 if any such disqualified individual refuses to waive any such rights. The Company will provide drafts of such waivers and disclosure and approval materials to Parent for its review and comment no later than three (3) Business Days prior to soliciting such waivers and soliciting such approval, as a consequenceand the Company shall consider all such comments in good faith and incorporate all such comments into such waivers and disclosure and applicable materials to the extent reasonable. To the extent that any Contract, the Waived 280G Benefits have not been and shall not agreement or plan will be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV Parent and/or any of its Affiliates, on the one hand, Affiliates and a “disqualified individual,” on the other hand, on individual at or prior to the Closing Date) that has been disclosed Closing, Parent shall provide a copy of such Contract, agreement or plan to the Company at least five ten (10) Business Days prior to before the Closing Date, and cooperate with the Company shall cooperate with EQV in good faith in order to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “may constitute, individually or in the aggregate with other payments and/or benefits, "parachute payment” under Section payments". If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits will not be paid or provided. To the extent applicable, prior to the Closing Date, the Company will deliver to Parent evidence reasonably acceptable to Parent that a vote of the Code, equityholders of the Company was solicited in accordance with the foregoing provisions of this Section 6.12 and incorporate such EQV Arrangements into its calculations and that either (i) the requisite number of votes of the equityholders of the Company was obtained with respect to the Waived 280G equityholder approval process described aboveBenefits (the "280G Approval"), or (ii) the 280G Approval was not obtained, and, as a result, no Waived 280G Benefits will be made or provided.

280G. If No later than the twelfth (12th) day following the date of this Agreement, the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any shall obtain a waiver of the Company Subsidiaries right to any person in connection with the transactions contemplated by this Agreement receive payments that could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) 280G of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to regulations promulgated thereunder (aa “Parachute Payment Waiver”) obtain from each Person who is whom the Company and/or Parent reasonably believes is, with respect to the Company and its Subsidiaries, a “disqualified individual” (as defined in within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Company shall deliver each such Parachute Payment Waiver to Parent on or before the Closing. No later than the fifteenth (15th) and who has day after the date of this Agreement, the Company shall hold a right or potential right meeting of its stockholders to any payments or benefits in connection that could, individually or in vote upon the aggregate, constitute “parachute payments” 280G Shareholder Vote (as defined in below); provided that the Company may, at the time during such meeting, adjourn such meeting to another date and time for any reason. The Company shall use its reasonable best efforts to obtain the approval by such number of shareholders of the Company as is required by the terms of Section 280G(b280G(b)(5)(B) of the Code) an executed waiver Code so as to render the parachute payment provisions of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons herein, might otherwise result, separately or in the aggregate, in the payment of any payments amount and/or benefits, the “Waived provision of any benefit that would not be deductible by reason of Section 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G BenefitsCode, with such stockholder approval to be obtained in a manner that complies with Sections 280G(b)(5)(A)(ii) and which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (the “280G Shareholder Vote”). The Company shall forward to EQV Parent at least five seven (7) days prior to distribution the date on which the Company intends to obtain the Parachute Payment Waivers, and allow Parent to review and comment upon, prior to submission to the intended recipientsshareholders of the Company, copies of all documents (including any 280G analysis) prepared by the Company in connection for purposes of complying with this Section 6.15 (including supporting analysis provision and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the shall consider any such comments in good faith. The Company shall incorporate all reasonable comments received from EQV on require such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to approval be received at least one day prior to Closing and use its reasonable best efforts to collect all votes by such date. For purposes of this Section 6.9, if the Waived 280G Benefits, and, as last day of any such time period set forth herein is a consequencenon-Business Day, the Waived 280G Benefits have not been and period shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, end on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five next succeeding Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveDay.

280G. If As expeditiously as possible following the date hereof, the Company determinesGroup Entities will provide to Buyer calculations (and all relevant backup materials) with respect to the amount of payments and benefits which have been, in good faith, that any payments will or benefits payable or provided by the Company or any of the Company Subsidiaries to any person may be received in connection with the transactions contemplated by this Agreement (or which may be deemed under the applicable regulations to have been received in connection with such transactions) and which could reasonably constitute “parachute payments” subject to the restriction on deductions imposed under Section 280G of the Code and the Treasury Regulations promulgated thereunder, which calculations shall be expected subject to Buyer’s approval. Prior to the Closing, the Company Group Entities shall use commercially reasonable efforts to obtain, prior to the initiation of the stockholder approval procedure described below in this Section 6.10, from each Person to whom any payment or benefit will or could be made that could constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to Treasury Regulations promulgated thereunder (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has Payments”), a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of written agreement waiving such Person’s rights right to any receive some or all of such payments and/or benefitspayment or benefit (the “Waived Benefits”), such to the extent necessary so that all remaining payments and/or and benefits applicable to such Person shall not be deemed a parachute payment subject to be “parachute payments” pursuant to the deduction restrictions imposed by Section 280G of the Code (such waived portion of any payments and/or benefitsCode, and accepting in substitution for the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit Benefits the approval of its equityholders entitled right to vote on such matters receive the Waived Benefits only if approved by the stockholders of the Waived 280G Benefits, Company Group Entities in a manner that complies with Sections 280G(b)(5)(A)(iiSection 280G(b)(5)(B) of the Code and the Treasury Regulations promogulated thereunder. Prior to the Closing, the Company Group Entities shall use its commercially reasonable efforts to obtain the approval by such number of stockholders of the Company Group Entities in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in this Section 6.10 who has executed the waiver described therein to receive or retain, as applicable, such Person’s Waived Benefits. The Company Group Entities shall forward to EQV at least five days prior to distribution to the intended recipients, provide Buyer for its review and approval (which shall not be unreasonably withheld or delayed) advance copies of all documents prepared and communications by which it intends to seek the Company waiver and approvals described in connection with this Section 6.15 (including supporting analysis 6.10 and calculations, form shall promptly provide Buyer with copies of waiver agreement, equityholder consent any executed waivers and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion evidence of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with stockholder approval contemplated by this Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described above6.10.

280G. If Prior to the Company determinesClosing, in good faith, to the extent that any “disqualified individual” (within the meaning of Section 280G) has the right to receive or retain any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could that reasonably would be expected to constitute “parachute payments” under (within the meaning of Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing280G), the Company shall use commercially reasonable efforts to will (a) obtain solicit and use reasonable best efforts to obtain, from each Person who such person whom the Company reasonably believes is a “disqualified individual,” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Persondisqualified individual’s rights or potential rights to any such payments and/or benefitsor benefits (the “Waived 280G Benefits”), such that all none of the remaining payments and/or or benefits applicable to such Person shall not disqualified individual would be deemed to be “excess parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefitsG, the “Waived 280G Benefits”) and (b) thereafter, with respect to each disqualified individual who executes the waiver described in clause (a), submit for all approval the right of any such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to EQV at least five days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right individual to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained holders of the applicable voting securities of the Company entitled to vote on such matters (the “Voting Security Holders”), in conformance with the manner intended to satisfy the requirements under Section 280G 280G(b)(5) of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect and guidance promulgated thereunder. Prior to soliciting the waivers of the Waived 280G Benefits, andthe Company shall provide to Purchaser copies of the calculations and drafts of the waivers, as a consequencedisclosure and other approval materials for Purchaser’s review and comment. To the extent that any Contract, the Waived 280G Benefits have not been and shall not agreement, plan or arrangement is planned to be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or the Company or any of its Affiliates, on the one hand, Affiliates and a “disqualified individual,” on the other hand, on individual at or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing DateClosing, the Company shall provide a copy of such draft Contract, agreement, plan or arrangement to Purchaser at least five (5) Business Days before the Closing Date for review and comment, and such Parties will cooperate with EQV in good faith in order to calculate or determine agree on such terms, if applicable. To the value extent applicable, at Closing, the Company will deliver to Purchaser evidence reasonably satisfactory to Purchaser that a vote of the applicable Voting Security Holders was solicited in accordance with the foregoing provisions of this Section 7.2 and that either (for purposes i) the requisite number of Section votes of the Voting Security Holders was obtained with respect to the Waived 280G of Benefits (the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of Approval”) or (ii) the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveApproval was not obtained.

280G. If To the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closingextent applicable, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right submit to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters in accordance with the requirements of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward regulations promulgated pursuant thereto (including seeking to EQV at least five days prior obtain any necessary waiver from any affected individual) with respect to distribution to any payments that potentially could be excess parachute payments (such payments that are actually waived by the intended recipientsaffected individual, copies of all documents prepared the “280G Waived Benefits”) so that, if such approval is received, payments by the Company to any of its employees arising in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive whole or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion in part as a result of the Waived 280G Benefits shall transactions contemplated hereby based on arrangements in place at the Closing (other than arrangements entered into at the direction of Parent on or after the Closing Date) will not be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with characterized as parachute payments under Section 280G of the Code Code. Prior to soliciting such waivers and consent, the regulations thereunder or (ii) Company shall provide drafts of such requisite Company equityholder approval has not been obtained with respect to the Waived waivers and disclosure, all 280G Benefitsanalysis calculations performed in connection with the transactions contemplated hereby, andand approval materials to Parent for its review, as a consequence, comment and approval prior to soliciting such waivers and soliciting such consent. If any of the Waived 280G Waived Benefits have not been and fail to be approved as contemplated above, such 280G Waived Benefits shall not be paidmade or provided. To the extent applicable, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate to deliver to Parent evidence reasonably acceptable to Parent that a vote of holders of the equity securities of the Company was solicited in accordance with EQV in good faith the foregoing provisions of this Section 7.16 and that either (i) the requisite number of votes of holders of the equity interests of the Company was obtained with respect to calculate or determine the value (for purposes of Section 280G of Waived Benefits (the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of Approval”) or (ii) the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveApproval was not obtained, and, as a result, no 280G Waived Benefits shall be made or provided. Notwithstanding the foregoing, in no event shall this ‎Section 7.16 be construed to require the Company to compel any Person to waive any existing rights under any Contract that such Person has with the Company and in no event shall the Company be deemed in breach of this Section 7.16 if any such Person refuses to waive any such rights.

280G. If (a) The Share Seller shall cause the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries Group Companies to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G prior to the initiation of the Code) and who has requisite shareholder approval procedure under Section 6.12(b), a right or potential waiver of the right to any receive payments or benefits in connection that could, individually separately or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Share Seller and/or the Buyers reasonably believes is, with respect to the Group Companies, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.12(b), and whom the Share Seller and/or the Buyers reasonably believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Share Seller shall have delivered each such Parachute Payment Waiver to the Buyers no later than five (5) Business Days before the Closing Date. Such determination shall be subject to review and approval by the Buyers (such waived portion of any payments and/or benefitsapproval not to be unreasonably withheld, the “Waived 280G Benefits”) and conditioned or delayed). (b) for all such obtained waiversAs soon as reasonably practicable following the execution of this Agreement (but in no event later than five (5) Business Days prior to the Closing), solicit the Share Seller shall cause the Group Companies to use their respective reasonable best efforts to obtain the approval by such number of its equityholders entitled to vote on such matters shareholders of the Waived Group Companies as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G Benefitsof the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 6.12(a), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner that complies with Sections 280G(b)(5)(A)(ii) and which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. , including Q-7 of Section 1.280G-1 of such Treasury Regulations. (c) The Company shall forward to EQV at least five days prior to distribution form of Parachute Payment Waiver, disclosure document, calculations related to the intended recipientsforegoing and any other materials to solicit any shareholder vote contemplated by Section 6.12(b), copies of all documents prepared by the Company shall each be in connection with this Section 6.15 (including supporting analysis and calculations, a form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all reasonable comments received from EQV on such documents prior reasonably acceptable to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveBuyers.

280G. If To the Company determinesextent necessary to avoid the application of Section 280G of the Code and the Treasury regulations thereunder, no later than five (5) Business Days prior to the Closing Date, TWG shall use reasonable best efforts to (i) obtain waivers (in good faith, that form and substance reasonably satisfactory to Purchaser) from each Person who has a right to any payments and/or benefits as a result of or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could that would reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) within the meaning of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no later than five Business Days prior to the Closing, the Company shall use commercially reasonable efforts to (a) obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) Code and who has a right as to which such Person waives his or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b) of the Code) an executed waiver of all or a portion of such Person’s her rights to any some or all of such payments and/or benefits, benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to (within the meaning of Section 280G of the Code (such waived portion of any payments and/or benefitsCode), the “Waived 280G Benefits”) and (bii) for all such obtained waiversfollowing the execution of the waivers described in clause (i), solicit the approval of its equityholders the shareholders of TWG who are entitled to vote on such matters of the any Waived 280G Benefits, in Benefits pursuant to a manner that complies with Sections 280G(b)(5)(A)(ii) and vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations thereunder, in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to Purchaser. The Company shall forward to EQV at At least five days (5) Business Days prior to distribution to the intended recipientsobtaining any waiver or soliciting shareholder approval, TWG shall provide Purchaser with copies of all documents Section 280G-related documents, including any Section 280G analysis prepared by TWG, the Company in connection with this Section 6.15 (including supporting analysis shareholder disclosure document, waivers and calculationsshareholder consents, form of waiver agreement, equityholder consent and disclosure statement) for EQVPurchaser’s review and commentapproval (which approval shall not be unreasonably withheld, conditioned or delayed) and the Company shall incorporate consider all reasonable comments received from EQV on such documents prior to the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retainedmade thereto by Purchaser. Prior to the ClosingClosing Date, the Company TWG shall deliver to EQV Purchaser evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders shareholders of TWG who are entitled to vote was obtained solicited in conformance accordance with the foregoing provisions of this Section 280G 5.26 and that either (A) the requisite number of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been votes were obtained with respect to the Waived 280G BenefitsBenefits (the “Section 280G Approval”), or (B) that the Section 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received made or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described aboveprovided.

280G. If the Company determines, in good faith, that any payments or benefits payable or provided by the Company or any of the Company Subsidiaries to any person in connection with the transactions contemplated by this Agreement could reasonably be expected to constitute “parachute payments” under Section 280G(b)(2) of the Code and could reasonably be expected, absent the vote described below, to result in the imposition of Taxes under Section 4999 of the Code, then no No later than five (5) Business Days prior to the Closing, the Company will (i) submit to all Persons entitled to vote (as determined in accordance with the Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer following provision to Buyer of the Company’s calculations and supporting documentation) reasonably believes, in the absence of shareholder approval of such payments and benefits, could be “excess parachute payments” within the meaning of Code Section 280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of all such Persons with respect to the Potential Parachute Payments. Prior to the 280G Vote, the Company shall use commercially reasonable efforts to (a) obtain from cause each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who has a right or potential right to any payments or benefits in connection that could, individually or in the aggregate, constitute “parachute payments” (as defined in Section 280G(b280G(c) of the Code) who might receive any Potential Parachute Payments to execute and deliver to the Company an executed waiver agreement to waive his or her Potential Parachute Payments unless the shareholders of all or a portion of such Person’s rights to any the Company approve such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to in accordance with the requirements of Section 280G of the Code (such waived portion of any payments and/or benefits, the “Waived 280G Benefits”) and (b) for all such obtained waivers, solicit the approval of its equityholders entitled to vote on such matters of the Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunderregulations promulgated thereunder (a “280G Waiver”), and such 280G Waiver shall continue to be in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Waivers entered into by the affected individuals, not be paid or provided for in any manner. The Company shall forward agrees to EQV at least five days prior to distribution provide Buyer written drafts of the 280G Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the intended recipientsdisqualified individuals and the Company’s shareholders, copies of all as applicable, and allow Buyer a reasonable opportunity to provide reasonable comments on such documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for EQV’s review and comment, and the Company shall incorporate all any such reasonable comments received from EQV on such documents prior to into the distribution to the intended recipients. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. Prior to the Closing, the Company shall deliver to EQV evidence reasonably satisfactory to EQV that (i) a vote of the Company’s equityholders was obtained in conformance with Section 280G of the Code and the regulations thereunder or (ii) such requisite Company equityholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid, payable, received or retained. For the avoidance of doubt, with respect to any EQV Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, EQV and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) that has been disclosed to the Company at least five Business Days prior to the Closing Date, the Company shall cooperate with EQV in good faith to calculate or determine the value (for purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and incorporate such EQV Arrangements into its calculations and 280G equityholder approval process described abovedocuments.