Common use of Code Section 280G Clause in Contracts

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To Prior to the extent that Closing Date, if required to avoid the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G with respect to any payment or benefit in connection with any of the transactions contemplated by this Agreement, the Company shall (a) solicit and use reasonable best efforts to obtain from each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Code Section 280G(c) of the Code and the any regulations promulgated thereunder) of the Company has the right to who would otherwise receive or retain any payments payment or benefits that could be deemed to constitute a “parachute paymentspayment” (within the meaning of Code Section 280G(b)(2)(A) and any regulations promulgated thereunder) as a result of or in connection with the consummation of the Code and the regulations thereunder)transactions contemplated hereby, then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining no payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Code Section 280G of the Code and the any regulations promulgated thereunder); ) and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a stockholder vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, (along with adequate disclosure intended to satisfy such satisfying the requirements (including Q&A 7 of Code Section 1.280G-1 of such regulations), 280G(b)(5)(B)(ii) and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior toNotwithstanding the foregoing, in no event shall this Section 7.05 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 or its Affiliates and in no event later than five days prior shall the Company be deemed to be in breach of this Section 7.05 if any such Person refuses to waive such rights. Prior to soliciting such waivers and approvalapproval materials, the Company shall provide drafts of such the calculations, waivers and approval materials to Acquiror for its review and comment. No later than two days comment prior to soliciting the waiverssuch waivers and soliciting such approval, and the Company shall provide incorporate any reasonable comments provided by Acquiror in good faith. If any of the Waived 280G Benefits fail to be approved in accordance with the calculations and related documentation to determine whether and to what extent the vote described in this requirements of Code Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code280G(b)(5)(B) as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing DateClosing, the Company shall deliver to Acquiror evidence reasonably acceptable to Acquiror that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.05 and whether that either (i) the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or that (ii) the vote did 280G Approval was not pass and obtained, and, as a consequence, the Waived 280G Benefits will shall not be paid retained or retainedprovided. Notwithstanding the foregoing, with respect to the extent that any contract, agreement, term sheet, plan Acquiror Arrangement (defined as any arrangement agreed upon or other arrangement (whether written or unwritten) is entered into by Acquirorby, or at the Surviving Corporationdirection of, Acquiror and/or its Affiliates, on the Surviving Entity or any of their respective Affiliates one hand, and a “disqualified individual,” in connection with on the transactions contemplated by this Agreement other hand, on or prior to the Closing Date (the “Acquiror Arrangements”Date), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement Acquiror Arrangement to the Company at least ten (10) days prior to before the Closing Date and shall cooperate with the Company or its counsel in good faith in order to calculate or determine the value (for purposes of Code Section 280G of the CodeG) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement therein that could reasonably be expected to constitute a “parachute payment” under Code Section 280G of G, and the Code; provided, however, that the Company’s failure to include the Company shall incorporate such Acquiror Arrangements as Waived into its calculations and 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldshareholder approval process described above.

Code Section 280G. To Prior to the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), thenClosing, the Company will: (a) solicit and shall use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver (a) waivers of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” "disqualified individuals" (within the meaning of Section 280G of the Code) of the Company Entities that, separately or in the aggregate, may constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder); thereunder ("Section 280G Payments") from, and duly executed by, such "disqualified individuals" and (b) thereafter, if such waivers are in fact obtained, approval (meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder) of such Section 280G Payments, such that no later than ten such payment will be deemed an "excess parachute payment" as contemplated by Section 280G of the Code and the applicable rulings and final regulations thereunder. If Purchasers desire to have included in the Section 280G Payments any new compensation arrangements entered into by or at the direction of Purchasers that could be deemed parachute payments with respect to any disqualified individuals of the Company Entities ("New Arrangements"), Purchasers shall deliver to the Company all relevant information with respect to such New Arrangements at least five business days prior to the Closing Date, . If Purchasers do not provide the Company with all relevant information with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than New Arrangements at least five business days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver not be required to Acquiror evidence that a vote include such New Arrangements in the determination of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived Section 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedPayments. Notwithstanding the foregoing, Solely to the extent that there are any contractSection 280G Payments, agreement(i) the Company shall forward to Purchaser1 at least five days prior to distribution to the intended recipients, term sheet, plan or other arrangement (whether written or unwritten) is entered into copies of all documents prepared by Acquiror, the Surviving Corporation, the Surviving Entity Seller or any of their respective Affiliates and a “disqualified individual” Company Entity in connection with the transactions contemplated by this Agreement prior to the Closing Date Section 6.06 (the “Acquiror Arrangements”)including supporting analysis and calculations) for Purchaser1's review and comment, Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to and the Company shall consider the comments received from Purchaser1 on such documents at least ten two days prior to distribution to the Closing Date intended recipients in good faith, and shall cooperate with (ii) prior to Closing, the Company or its counsel in good faith in order shall deliver to calculate or determine the value (for purposes of Section 280G Purchaser1 evidence of the Code) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy results of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldvote.

Code Section 280G. To If required to avoid the extent that imposition of Taxes under Code Section 4999 or the loss of a deduction to the Company or any of its Subsidiaries under Code Section 280G, in each case, with respect to any payment or benefit arising in connection with the transactions contemplated by this Agreement, prior to the Closing, the Company shall (A) use commercially reasonable efforts to obtain a waiver from each “disqualified individual” (within the meaning of Code Section 280G(c)) of the Code and the regulations thereunder) of the Company has the right entitled to receive or retain any payments or benefits a payment that could is reasonably expected to be deemed to constitute a “parachute paymentspayment” (within the meaning of Code Section 280G(b)(2)(A280G(b)(2)) in connection with the transactions contemplated by this Agreement of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts his or her right to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of receive such payments or and/or benefits constituting parachute payments (the “Waived 280G Benefits”) so and (B) cause the Company to deliver to all stockholders who are entitled to vote, prior to such vote, an adequate written disclosure statement that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of complies with Code Section 280G of the Code 280G(b)(5)(B) and the regulations Treasury Regulations thereunder); , and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the which solicits approval by all stockholders of the Company entitled to vote on such matters(“280G Stockholder Approval”), in the a manner required under that complies with Code Section 280G(b)(5280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive or retain any payments that would reasonably be expected, in the Waived absence of such approval by such stockholders, to constitute “parachute payments.” As soon as reasonably practicable following the date hereof, the Company shall send to Buyer the parachute payment calculations prepared by the Company and/or its advisors. Additionally, prior to obtaining the Section 280G Benefits. Prior towaivers, and in no event later than five days prior to soliciting such waivers and approvalseeking the 280G Stockholder Approval, Sellers or the Company shall provide drafts of such waivers and approval such 280G Stockholder Approval materials to Acquiror Buyer for its review and comment. No later than two days At least one (1) Business Day prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, Sellers or the Company shall deliver to Acquiror Buyer evidence that a vote of the Company’s stockholders of the Company who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6(h) and whether that either (x) the requisite number of stockholder votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that (y) the vote did not pass and the Waived 280G Benefits will Stockholder Approval was not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldobtained.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than seven days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten five days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five three days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two five days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 7.06 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten 15 days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 7.06 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten 15 days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.047.06. In no event shall the Company be deemed in breach of this Section 7.04 7.06 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.047.06, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To If required to avoid the imposition of Taxes under Section 4999 of the Code and/or the loss of deductions under Section 280G of the Code, in each case, with respect to any payment or benefit due in connection with the transactions contemplated by this Agreement (including, without limitation, upon the occurrence of an event after the Closing Date), Seller shall, no later than two (2) Business Days prior to the Closing Date, deliver to its equityholders a disclosure statement that satisfies the stockholder approval requirements of Section 280G(b)(5)(B) of the Code, soliciting the consent of its equityholders to the payments and benefits due in connection with the transactions contemplated hereby, as disclosed therein. Prior to soliciting the consent of its equityholders, Seller shall, to the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right (even if contingent) to receive or retain any payments or benefits that that, individually or in the aggregate, could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) and/or benefits, so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder) (such payments and/or benefits, solely to the extent waived, the “280G Waived Benefits”); . At least four (4) Business Days prior to soliciting the waivers from the disqualified individuals and (b) no later than ten days the consent of its equityholders, Seller shall provide the analysis under Section 280G of the Code, the waivers and the disclosure and approval materials to the Buyer for its review and comment and shall incorporate the Buyer’s reasonable comments. If any of the 280G Waived Benefits fail to be approved as contemplated above, such 280G Waived Benefits shall not be retained by or made or provided to the disqualified individual. To the extent applicable, prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company Seller shall deliver to Acquiror the Buyer evidence reasonably acceptable to the Buyer that a vote of the stockholders of the Company Seller’s equityholders was solicited in accordance with the foregoing provisions of this Section 6.12 and whether that either (a) the requisite number of votes of the stockholders of the Company Seller’s equityholders was obtained with respect to the Waived 280G Benefits Waived Benefits, or that the vote did (b) such approval was not pass and the Waived obtained, and, as a result, no 280G Waived Benefits will not shall be paid retained, made or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldapplicable.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than seven days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten five days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five three days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two five days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 7.06 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten fifteen days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 7.06 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten fifteen days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.047.06. In no event shall the Company be deemed in breach of this Section 7.04 7.06 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.047.06, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To As soon as reasonably practicable after the extent that any “disqualified individual” (within execution of this Agreement, the meaning Company shall solicit the approval by such number of stockholders of the Company as is required by the terms of Section 280G(c280G(b)(5)(B) of the Code and (in a manner reasonably satisfactory to the regulations thereunderCarmell Parties) of a written consent in favor of a proposal to render the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning payment provisions of Section 280G of the Code and the regulations thereunder); Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any and (b) no later than ten days prior to all payments and/or benefits provided that might result, separately or in the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such mattersaggregate, in the manner required payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise Tax under Section 280G(b)(54999 of the Code (together, the “Section 280G Payments”). Any such stockholder approval shall be sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 Q-7 of Section 1.280G-1 of such regulations)Treasury Regulations. The Company agrees that: (i) in the absence of such stockholder approval, the right of any such “disqualified individual” to receive the Waived no Section 280G Benefits. Prior to, Payments shall be made; and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts (ii) as soon as reasonably practicable after execution of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing DateAgreement, the Company shall deliver to Acquiror evidence that a vote of the stockholders of Carmell Parties (A) waivers, in form and substance satisfactory to the Carmell Parties, duly executed by each Person who might receive any Section 280G Payment, and (B) the parachute payment calculations prepared by the Company was solicited in accordance with the foregoing and/or its advisors. The form and whether the requisite number substance of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions all stockholder approval documents contemplated by this Agreement Section 5.17, including the waivers, shall be subject to the prior review and comment of the Carmell Parties. The Company shall provide such documentation and information to the Carmell Parties for its review and comment no later than three (3) Business Days prior to the Closing Date (soliciting waivers from the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to disqualified individuals,” and the Company at least ten days prior to shall implement all reasonable and timely comments from the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldCarmell Parties thereon.

Code Section 280G. To If applicable, prior to the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), thenClosing Date, the Company will: will (aor will cause its applicable Subsidiaries to) solicit seek and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver waivers and will solicit shareholder approval of such disqualified individual’s rights to some any payments and benefits that may, separately or all of such payments or benefits (in the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be aggregate, constitute “excess parachute payments” (within the meaning of Code Section 280G) that may be made to individuals who are “disqualified individuals” (within the meaning of Code Section 280G of the Code and the regulations thereunder); ) in connection with the transactions contemplated by this Agreement, such that such payments and (b) no later than ten days benefits will not be deemed to constitute “excess parachute payments” pursuant to Code Section 280G. The Company will provide Buyer with a reasonable opportunity prior to the Closing Date, with respect Date to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the comment on all calculations, waivers, the Company shall provide Acquiror disclosures and other documents prepared in connection with the calculations and related documentation to determine whether and to what extent the vote actions described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code7.14(e). Prior to the Closing Date, the Company shall deliver to Acquiror Buyer notification and evidence reasonably satisfactory to Buyer that (a) a vote of the stockholders of the Company was solicited in accordance conformance with Code Section 280G(b)(5) and the foregoing regulations promulgated thereunder and whether the requisite number of votes of the stockholders of the Company stockholder approval was obtained with respect to any waived payments and benefits that were subject to the Waived 280G Benefits stockholder vote, or (b) such stockholder approval was not obtained and, as a consequence, that the vote did not pass such waived payments and the Waived 280G Benefits will benefits shall not be paid made or retainedprovided to the extent they would cause any amounts to constitute “excess parachute payments” pursuant to Code Section 280G; provided that Company shall not be in breach of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as Company used commercially reasonable efforts to solicit such waiver (provided that Company shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is Buyer Arrangements are entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to before the Closing Date (the “Acquiror Arrangements”)Date, Acquiror Buyer shall provide a copy of such contract, agreement, agreement or plan or summary of such other arrangement to the Company at least ten days prior to before the Closing Date and shall cooperate with the Company or its counsel in good faith in order to calculate or determine the value (for the purposes of Code Section 280G of the CodeG) of any payments or benefits granted or contemplated therein, which may be paid, paid or granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Code Section 280G of the CodeG; providedprovided that, howeverin any event, that the Company’s failure to include any Buyer Arrangements in the Acquiror Arrangements as Waived 280G Benefits shall stockholder voting materials described herein that Buyer fails to provide copies of in compliance with this Section 7.14, for any reason, will not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld7.14.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than six (6) days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of holders of the stockholders equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two seven (7) days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 6.05 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To the extent that If any Person who is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder); and (b) no later than ten days prior to the Closing Date, with respect to any Company Entity may receive any payment(s) or benefit(s) that could constitute “parachute payments” under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then (i) the Company shall use commercially reasonable efforts to seek, as promptly as practicable after the date hereof, the execution of a Parachute Payment Waiver from each disqualified individual, and (ii) with respect to any individual who agrees to has executed such Parachute Payment Waiver, shall hold a shareholder vote that meets the waiver described in clause (a), submit to a vote requirements of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and (the regulations promulgated thereunderforegoing actions, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such a “disqualified individual” to receive the Waived 280G BenefitsVote”). Prior to, and in no event later No less than five days (5) Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver provide the Purchaser with a reasonable opportunity to Acquiror evidence that a vote review and comment upon draft Parachute Payment Waivers, calculations and disclosure documents before such documents are distributed, and the Company shall consider in good faith any comments of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained Purchaser with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedthereto. Notwithstanding the foregoing, to the extent that any contractContract, agreement, term sheet, agreement or plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity Purchaser or any of their respective Affiliates its Affiliates, on the one hand, and a “disqualified individual” individual with respect to the Company, on the other hand, in connection with the transactions contemplated by this Agreement prior to before the Closing Date (the “Acquiror Purchaser Arrangements”), Acquiror Purchaser shall provide a copy of such contract, agreement, plan or summary of such other arrangement Purchaser Arrangement to the Company at least ten days within a reasonable period prior to the Closing Date such stockholder vote and shall cooperate with the Company or its counsel 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, which may be paid, paid or granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided. Prior to the Closing, however, that the Company’s failure to include the Acquiror Arrangements as Waived if a 280G Benefits Vote is required, (A) the Purchaser shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails use commercially reasonable efforts to provide a copy of such contractcause Inari Medical International, agreement, plan or summary of such other arrangement Inc. to execute and deliver to the Company at least ten days before the Closing Date and/or fails to cooperate with a power of attorney in respect of such 280G Vote promptly upon being notified that such 280G Vote is required, and (B) the Company shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser (i) that a 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or its counsel in good faith in order to calculate or determine (ii) that the value Section 280G Approval was not obtained and as required a consequence, pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04Parachute Payment Waiver, such period may “parachute payments” shall not be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldmade or provided.

Code Section 280G. Prior to the Closing, the Company will (a) use reasonable best efforts to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) of any Acquired Company who may receive payment or benefits that are “contingent” within the meaning of Code Section 280G on the transactions contemplated by this Agreement that could reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code), a waiver by such individual of any and all such parachute payments (or portions thereof) whose aggregate present value exceeds the amount that is one dollar less than three times the individual’s “base amount” (within the meaning of Section 280G(b)(3) of the Code) (any such waived payments, the “Waived Payments”) and (b) submit to a shareholder vote (in a manner intended to comply with Section 280G(b)(5)(B) of the Code and the regulations thereunder) the right of any “disqualified individual” who executed a waiver agreement as contemplated by clause (a) to receive or retain his or her Waived Payments. Prior to delivery to the stockholders and disqualified individuals of documents in connection with the waiver and stockholder approval contemplated under this paragraph, the Company will provide Parent or its counsel (i) a table setting forth all excess parachute payments and the accompanying computations, along with the assumptions used in the determination of such excess parachute payments, and (ii) a reasonable opportunity to review such information and comment on the form of waiver, the disclosure statement to be provided to stockholders, and all other applicable documents to be delivered to the stockholders and disqualified individuals in connection with the vote. The Company shall deliver to Parent prior to the Closing evidence (i) that a vote of the Company’s stockholders was solicited in conformance with Section 280G of the Code for the Waived Payments and (ii) if such vote was conducted, either that the requisite approval of the Company’s stockholders was obtained with respect to the Waived Payments or that the approval was not obtained and as a consequence, pursuant to the waivers, such Waived Payments shall not be made or provided. Nothing in this Section 5.18 shall be construed to require the Company or any other Acquired Company to actually obtain a waiver of payments and/or benefits from any “disqualified individual” (as defined in Section 280G(c) of the Code). To the extent that Parent or any of its Affiliates enter into or negotiate compensation arrangements with any “disqualified individual” (within the meaning of Section 280G(c280G) of the Code and the regulations thereunder) any of the Company has the right to receive or retain any payments or benefits Acquired Companies that could be deemed to constitute result in such Person’s receipt of any “parachute payments” (within the meaning of Section 280G(b)(2)(A280G) (“Buyer Payments”), then Parent shall promptly notify the Company of the Code amount, if any, of the Buyer Payments that are required to be included in the Section 280G calculations and the regulations thereunder), then, the Company will: waiver materials (a) solicit and use its commercially reasonable best efforts to obtain from each along with a description of such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunderG); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two days prior Prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 6.04(a) is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To If necessary to render Section 280G or 4999 of the extent that Code inapplicable to amounts payable in connection with the Transactions, prior to the Closing Date, the Company shall use its commercially reasonable efforts to seek approval by its stockholders, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within would, in the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver absence of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be stockholder approval, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G BenefitsCode. Prior to, and in no event later than five days prior to soliciting seeking such waivers and approvalapprovals, the Company shall provide drafts seek, and use its commercially reasonable efforts to obtain, waivers from the intended recipients of such waivers payments such that unless such payments are approved by the stockholders to the extent and approval materials to Acquiror for its review in the manner prescribed under Sections 280G(b)(5)(A)(ii) and comment280G(b)(5)(B) of the Code, the intended recipients shall have no right or entitlement with respect thereto. No later than two At least three (3) days prior to soliciting the obtaining such waivers, the Company shall provide Acquiror to Parent (a) drafts of any waivers, disclosure documents and other relevant documents relating to the waiver and vote prepared by or on behalf of the Company in connection with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary 5.27 and (b) a schedule setting forth in order to avoid reasonable detail the imposition of Taxes under Section 4999 basis for its determination of the Codepayments and benefits that it is proposing to have waived and disclosed to comply with this Section 5.27. The Company shall incorporate any reasonable comments made by Parent prior to obtaining the waivers and soliciting the stockholder vote. Prior to the Closing Date, the Company shall deliver to Acquiror Parent evidence that a vote of the Company’s stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.27 and whether that either (i) the requisite number of votes of the stockholders of the Company was obtained with respect to (the Waived “280G Benefits Approval”), or (ii) that the vote did not pass and the Waived 280G Benefits will Approval was not be paid or retained. Notwithstanding the foregoingobtained and, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited waived by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving recipient thereof, no such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may excess parachute payment shall be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldmade.

Code Section 280G. To With respect to each employee of the extent that any Company who is, or would reasonably be expected to be as of the Closing, a “disqualified individual” (within the meaning of as defined in Code Section 280G(c) of )), prior to the Code and the regulations thereunder) of Closing, Seller shall cause the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from seek to have any such individual waive any payments or economic benefit pursuant to any Employee Benefit Plan and any agreement, in each such “disqualified individual” case, entered into by a waiver of Company Entity and such disqualified individual’s rights individual prior to some or all the Closing to which such individual is entitled in connection with the purchase and sale of the Company Shares and the other transactions contemplated by this Agreement that could constitute an “excess parachute payment” (as defined in Code Section 280G(b)) with respect to such payments or benefits individual (the “Waived 280G Benefits”) so that ). If any remaining individual waives his or her rights to payments and/or or economic benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver as described in clause (a)the previous sentence, submit to a vote of the stockholders of Seller shall cause the Company entitled to vote on such matters, use reasonable best efforts to seek to obtain stockholder approval in accordance with the requirements of Code Section 280G(b)(5)(B) and in a manner required under that satisfies the applicable requirements of Code Section 280G(b)(5280G(b)(5)(B) of the Code and the any regulations promulgated thereunder, along ; provided that in no event shall this Section 5.13 be construed to require Seller or the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior toCompany, and in no event later than five days prior shall Seller be deemed in breach of this Section 5.13 if any such Person refuses to soliciting waive any such waivers and approvalrights or such stockholder approval is not obtained. Within a reasonable period of time before taking such actions, Seller shall cause the Company shall provide drafts of such waivers and approval materials to Acquiror deliver to Buyer for its review and comment. No later than two days prior comment copies of any documents or agreements necessary to soliciting the waiverseffect this Section 5.13, including, but not limited to, any calculations, stockholder consent form, disclosure statement, or waiver, and Seller shall cause the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described consider in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codegood faith all comments received from Buyer on such documents or agreements. Prior to the Closing DateClosing, Seller shall cause the Company shall to deliver to Acquiror evidence Buyer evidence, that (i) a stockholder vote of approving the stockholders of the Company Waived 280G Benefits was solicited in accordance with the foregoing and whether the received, or (ii) such waiver or requisite number of votes of the stockholders of the Company was stockholder approval has not been obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To If necessary to render Section 280G or 4999 of the extent that Code inapplicable to amounts payable in connection with the transactions contemplated by this Agreement, prior to the Closing Date, the Company shall use its commercially reasonable efforts to seek approval by its shareholders, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within would, in the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver absence of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be shareholder approval, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G BenefitsCode. Prior to, and in no event later than five days prior to soliciting seeking such waivers and approvalapprovals, the Company shall provide drafts seek, and use its commercially reasonable efforts to obtain, waivers from the intended recipients of such waivers payments such that unless such payments are approved by the shareholders to the extent and approval materials to Acquiror for its review in the manner prescribed under Sections 280G(b)(5)(A)(ii) and comment280G(b)(5)(B) of the Code, the intended recipients shall have no right or entitlement with respect thereto. No later than two At least five (5) days prior to soliciting the obtaining such waivers, the Company shall provide Acquiror to Parent (i) drafts of any waivers, disclosure documents and other relevant documents relating to the waiver and vote prepared by or on behalf of the Company in connection with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary 6.20 and (ii) a schedule setting forth in order to avoid reasonable detail the imposition of Taxes under Section 4999 basis for its determination of the Codepayments and benefits that it is proposing to have waived and disclosed to comply with this Section 6.20. The Company shall incorporate any reasonable comments made by Parent prior to obtaining the waivers and soliciting the shareholder vote. Prior to the Closing Date, the Company shall deliver to Acquiror Parent evidence that a vote of the stockholders of the Company Company’s shareholders was solicited in accordance with the foregoing provisions of this Section 6.20 and whether that either (A) the requisite number of votes of the stockholders of the Company was obtained with respect to (the Waived “280G Benefits Approval”), or (B) that the vote did not pass and the Waived 280G Benefits will Approval was not be paid or retained. Notwithstanding the foregoingobtained and, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited waived by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving recipient thereof, no such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may excess parachute payment shall be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldmade.”

Code Section 280G. To Prior to the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of Closing, the Company shall (a) use its reasonable best efforts to secure from each Person who has the a right to receive or retain any payments or benefits as a result of or in connection with the transactions contemplated herein that could would be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) 280G of the Code and the regulations promulgated thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individualPerson’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) applicable to such Person so that any all remaining payments and/or or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of that would not be deductible under Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to seek the Closing Date, with respect to each individual approval of its shareholders who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company are entitled to vote on such matters, in the a manner required under that complies with Section 280G(b)(5280G(b)(5)(B) of the Code and the regulations promulgated thereunderTreasury Regulation Section 1.280G-1, along with which shall include adequate written disclosure intended to satisfy all shareholders who are entitled to vote prior to such requirements (including Q&A 7 of Section 1.280G-1 of such regulations)vote, the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior toWithin twenty (20) days following the date hereof, the Company shall deliver to Parent the parachute payment calculations prepared by the Company or its advisors. Additionally, at least three (3) Business Days prior to obtaining the Section 280G waivers, and in no event later than five days prior to soliciting seeking such waivers and shareholder approval, the Company shall provide drafts of such waivers and such shareholder approval materials to Acquiror Parent for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described consider Parent’s comments thereon in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codegood faith. Prior to the Closing DateClosing, the Company shall deliver to Acquiror Parent evidence reasonably satisfactory to Parent that a vote of the stockholders of the Company Company’s shareholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.29 and whether that either (1) the requisite number of shareholder votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits Benefits, or (2) that the vote did requisite number of such shareholder votes was not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoingobtained, to the extent that any contractand, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiroras a consequence, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan be made or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldprovided.

Code Section 280G. To With respect to each employee of the extent that any Company who is, or would reasonably be expected to be as of the Closing, a “disqualified individual” (within the meaning of as defined in Code Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder)), thenprior to the Closing, the Company will: (a) solicit and shall use its commercially reasonable best efforts to obtain from seek to have any such individual waive any payments or economic benefit pursuant to any Employee Benefit Plan and any agreement, in each such “disqualified individual” case, entered into by a waiver of Company Entity and such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days individual prior to the Closing Date, with respect to each which such individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company is entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date purchase and shall cooperate with the Company or its counsel in good faith in order to calculate or determine the value (for purposes of Section 280G sale of the Code) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with Purchased Units and the other transactions contemplated by this Agreement that could constitute a an “excess parachute payment” under (as defined in Code Section 280G of 280G(b)) with respect to such individual. If any individual waives his or her rights to payments or economic benefits as described in the Code; providedprevious sentence (to the extent waived, however, that the Company’s failure to include the Acquiror Arrangements as “Waived 280G Benefits Benefits”), the Company shall not result use commercially reasonable efforts to seek to obtain stockholder approval in accordance with the requirements of Code Section 280G(b)(5)(B) and in a breach manner that satisfies the applicable requirements of the covenants set forth Code Section 280G(b)(5)(B) and any regulations promulgated thereunder; provided that in no event shall this Section 7.04 if Acquiror fails 6.14 be construed to provide a copy of such contract, agreement, plan or summary of such other arrangement to require the Company at least ten days before the Closing Date and/or fails to cooperate compel any Person to waive any existing rights under any Contract that such Person has with the Company or its counsel Company, and in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 6.14 if any “disqualified individual” such Person refuses to execute waive any such rights or such stockholder approval is not obtained. Within a waiver that has been timely solicited by reasonable period of time before taking such actions and in no event later than three (3) days prior to seeking such waivers and soliciting stockholder approval, the Company shall deliver to Buyer for review and comment copies of any documents or agreements necessary to effect this Section 6.14, including, but not limited to, any stockholder consent form, disclosure statement, or waiver, and the stockholder vote is not obtained due Company shall consider in good faith all comments received from Buyer on such documents or agreements. Prior to the Company’s Closing, the Company shall deliver to Buyer evidence that stockholder not approving such approval was solicited in accordance with the foregoing provisions of this Section 6.14 and that either (i) the requisite number of stockholder votes was obtained with respect to the Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, Benefits or (ii) that such period may be shorter as agreed by the Parties, with such agreement approval was not to be unreasonably withheldobtained.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than two (2) days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days one (1) day prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of holders of the stockholders equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror Buyer for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Buyer. No later than two four (4) days prior to soliciting the waivers, the Company shall provide Acquiror Buyer with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 5.10 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror Buyer evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes vote of the stockholders sole member of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld1.11.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: , (ai) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); , and (bii) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (ai), submit to a vote of holders of the stockholders direct or indirect equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive or retain the Waived 280G BenefitsBenefits (collectively, clauses (i) and (ii), the “Section 280G Vote”). Prior toWith respect to any arrangements entered into or to be entered into at the direction of Parent or between Parent and/or any of its Affiliates, on the one hand, and in a disqualified individual, on the other hand (“Parent Arrangements”), Parent will provide to the Company, no event later less than five days fifteen (15) Business Days prior to the Effective Time, a written description of any Parent Arrangements and the value for purposes of Section 280G of the Code of such Parent Arrangements, and the Company shall include such description and value(s) in any materials disclosed to equity holders of the Company in connection with soliciting such waivers and approvalapproval in accordance with this Section 4.8. At least ten (10) Business Days prior to the Section 280G Vote, the Company shall provide drafts of such waivers and approval materials deliver to Acquiror Parent for its review and comment. No later than two days prior comment (which the Company will consider and incorporate in good faith) copies of any documents or agreements necessary to soliciting effect the waiversSection 280G Vote, including, but not limited to, customary parachute payment calculations prepared by the Company’s legal counsel, accountants or tax advisors, any shareholder consent form, disclosure statement, or waiver, and the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described consider in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Codegood faith all comments received from Parent on such documents or agreements. Prior to the Closing Date, the Company shall deliver provide proof reasonably satisfactory to Acquiror evidence Parent that a vote (a) approval of the stockholders of Section 280G Vote was obtained, or (b) shareholder approval was not obtained. The parties hereto acknowledge that the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect cannot compel any disqualified individual to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that waive any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and existing rights under a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate contract with the Company or its counsel in good faith in order to calculate or determine the value (for purposes of Section 280G any Subsidiary of the Code) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with Company and the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits Company shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if 4.8 with respect to any “disqualified individual” individual who refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving waive any such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldright.

Code Section 280G. To the extent that any With respect to each “disqualified individual” (within the meaning of as defined in Code Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder)), thenprior to the Closing, the Company will: (a) solicit and shall use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of seek to have any such disqualified individual’s rights to some or all of such individual waive any payments or economic benefits (the “Waived 280G Benefits”) so that pursuant to any remaining payments Employee Benefit Plan and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code any agreement entered into by Seller or a Company Entity and the regulations thereunder); and (b) no later than ten days such disqualified individual prior to the Closing Date, to which such disqualified individual is entitled in connection with the purchase and sale of the Purchased Interests and the other transactions contemplated by this Agreement that would be reasonably likely to constitute a “parachute payment” (as defined in Code Section 280G(b)) with respect to each such disqualified individual who agrees (such waived payments or benefits, the “Waived Benefits”). If any disqualified individual waives his or her rights to the waiver payments or economic benefits as described in clause (a)the previous sentence, submit to a vote of the stockholders of the Company entitled shall thereafter use commercially reasonable efforts to vote on seek to obtain stockholder approval for the Waived Benefits with respect to such matters, disqualified individual in accordance with the requirements of Code Section 280G(b)(5)(B) and in a manner required under that satisfies the applicable requirements of Code Section 280G(b)(5280G(b)(5)(B) of the Code and the any regulations promulgated thereunder, along ; provided that in no event shall this Section 6.14 be construed to require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior toCompany, and in no event later than five days prior to soliciting such waivers and approval, shall the Company shall provide drafts be deemed in breach of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 6.14 if any such Person refuses to waive any such rights or such stockholder approval is necessary in order to avoid the imposition not obtained. Within a reasonable period of Taxes under Section 4999 of the Code. Prior to the Closing Datetime before taking such actions, the Company shall deliver to Acquiror evidence that a vote Buyer for review and comment copies of the stockholders of any documents or agreements necessary to effect this Section 6.14, including, but not limited to, any stockholder consent form, disclosure statement, or waiver, and the Company was solicited shall consider in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits good faith all comments received from Buyer on such documents or that the vote did not pass and the Waived 280G Benefits will not be paid or retainedagreements. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror(or planned to be entered into) by, or at the Surviving Corporationdirection of, the Surviving Entity Buyer or any of their respective its Affiliates and a “disqualified individual” individual in connection with the transactions contemplated by this Agreement at or prior to the Closing Date (the “Acquiror Buyer Arrangements”), Acquiror Buyer shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company Seller Parties at least ten fifteen (15) days prior to before the Closing Date and shall cooperate with the Company or its counsel Seller Parties in good faith in order to calculate or determine the value (for the purposes of Code Section 280G of the CodeG) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement therein that could constitute a constitute, individually or in the aggregate with other payments and/or benefits, “parachute paymentpayments” under Code Section 280G of the CodeG; providedprovided that, howeverin any event, that the Company’s failure to include the Acquiror Buyer Arrangements as Waived 280G Benefits shall in the stockholder approval materials described herein, for any reason, will not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld6.14.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than six (6) days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of holders of the stockholders equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two seven (7) days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 8.06 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders sole member of the Company was solicited in accordance with the foregoing and whether the requisite number of votes vote of the stockholders sole member of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To If reasonably requested by the extent that Investor and an Alternative Transaction Election has not been made, prior to the Closing Date, the Company shall (a) use its commercially reasonable efforts to secure from any Person who (i) is a “disqualified individual” (within the meaning of as defined in Section 280G(c) 280G of the Code Code) and the regulations thereunder(ii) of the Company has the a right or potential right to receive or retain any payments or and/or benefits in connection with the SPAC Merger that could be deemed to constitute “parachute payments” (within pursuant to Section 280G of the meaning Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G(b)(2)(A) 280G of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”), and (b) so for all [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that any remaining payments and/or benefits the registrant treats as private or confidential. such obtained waivers, submit for approval by the Company’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. If applicable (including because an Alternative Transaction Election has not been made), (A) the Company shall not be deemed pay or provide any of the Waived 280G Benefits, if such Waived 280G Benefits are not approved by the Company’s stockholders as contemplated above, (B) no later than five (5) Business Days before the Closing Date, the Company shall provide to be “excess parachute payments” Investor or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Investor’s reasonable comments, and (within C) prior to the meaning Closing Date, the Company shall deliver to Investor evidence reasonably satisfactory to Investor that (1) a vote of the Company’s stockholders was received in accordance with Section 280G of the Code and the regulations thereunder); and , or (b2) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the such requisite Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and stockholder approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was has not been obtained with respect to the Waived 280G Benefits or that the vote did not pass and Benefits, and, as a consequence, the Waived 280G Benefits will have not been and shall not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To Each of the extent parties acknowledges and agrees that any no payments to be made pursuant to this Agreement are intended to be “disqualified individualparachute payments” (within the meaning of as defined in Section 280G(c280G(b)(2) of the Code). In the event it is determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax in connection with any change in the ownership or control of the Company, then the Company and the regulations thereunderExecutive will confer in an attempt to qualify for the private company exception set forth in Code Section 280G(b)(5)(ii), to the extent the requirements of such exception are capable of being satisfied, it being understood and agreed that neither party shall be legally obligated to do so. Specifically, (a) the Company shall provide the Executive with an estimate of any parachute payments as soon as reasonably practicable prior to such change in the ownership or control of the Company has Company, (b) the Executive may in his discretion execute a waiver in a form acceptable to the Company, waiving his right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within could, in the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver absence of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be shareholder approval, constitute “excess parachute payments” (within the meaning of Section 280G of the Code and unless such payments are approved by the regulations thereunder); and (b) no later than ten days prior Company’s shareholders to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, extent and in the manner required prescribed under Section 280G(b)(5Sections 280G(b)(5)(A)(ii) and 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 Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior toCode, and (c) solely in no the event later than five days prior to soliciting Executive has executed such waivers and approvala waiver, the Company shall provide drafts of such waivers and approval materials use its reasonable best efforts to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that hold a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of on such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute paymentpayments” under Section 280G of the Code; provided, however, that by the Company’s failure to include shareholders in the Acquiror Arrangements as Waived 280G Benefits shall manner contemplated by Q&A 7 of Treasury Regulations Section 1.280G, it being understood and agreed that the Company does not result in a breach guarantee that such vote will be held or that approval of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company “parachute payments” will be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldobtained.

Code Section 280G. To the extent that If any Person who is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the any Group Company entitled to vote on such matters, in the manner required may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G(b)(5) 280G of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its review and comment. No later than two days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date Agreement, then: (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to a) the Company at least ten days prior shall use commercially reasonable efforts to the Closing Date obtain a Parachute Payment Waiver from each such “disqualified individual” and shall cooperate deliver such Parachute Payment Waiver to Buyer; and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Buyer, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for approval, in each case, in accordance with the Company or its counsel in good faith in order to calculate or determine the value (for purposes requirements of Section 280G 280G(b)(5)(B) of the Code) Code and the Department of any Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the shareholders, such payments or and benefits granted or contemplated therein, which may shall not be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a deemed to be “parachute paymentpayments” under Section 280G of the Code; providedCode (the foregoing actions, however, that the Company’s failure to include the Acquiror Arrangements as Waived a “280G Benefits Vote”). Prior to the Closing, if Parachute Payment Waivers are obtained and a 280G Vote is required, the Company shall not result deliver to Buyer evidence reasonably satisfactory to Buyer, (i) that a 280G Vote was solicited in a breach conformance with Section 280G of the covenants set forth in this Section 7.04 if Acquiror fails Code, and the requisite shareholder approval was obtained with respect to provide a copy of such contract, agreement, plan or summary of such other arrangement any payments and/or benefits that were subject to the Company at least ten days before shareholder vote (the Closing Date and/or fails to cooperate with “Section 280G Approval”) or (ii) that the Company or its counsel in good faith in order to calculate or determine the value Section 280G Approval was not obtained and as required a consequence, pursuant to this Section 7.04the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. In no event shall The form of the Company Parachute Payment Waiver, the disclosure statement, any other materials to be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due submitted to the Company’s stockholder not approving such Waived shareholders in connection with the 280G Benefits. With respect Vote and the calculations related to each time period set forth in this Section 7.04the foregoing shall be subject to advance review and approval by Buyer, such period may be shorter as agreed by the Parties, with such agreement which approval shall not to be unreasonably withheld.

Code Section 280G. To the extent that any “disqualified individual” (within necessary to avoid the meaning application of Section 280G(c) 280G of the Code and the applicable final Treasury regulations and rulings thereunder, the Seller and the Company shall, as soon as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, (a) use commercially reasonable efforts to obtain from any Person who is a “disqualified individual”, as defined in Section 280G of the Company Code, and who has the a right to receive or retain any payments and/or benefits or potential right to any payments and/or benefits as a result of or in connection with the transactions contemplated by this Agreement and other transactions contemplated herein that could would be deemed to constitute “parachute payments” (within the meaning of pursuant to Section 280G(b)(2)(A) 280G of the Code and the regulations thereunder)Code, then, the Company will: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individualPerson’s rights to some or all of any such payments or and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that any all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” pursuant to Section 280G of the Code (to the extent waived, the “Waived 280G Benefits”) and (b) following the execution of the waivers described in clause (a), submit for approval by the stockholders of the Company (the “Stockholders”) of the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated thereunder. The Company shall not pay any of the Waived 280G Benefits if such Waived 280G Benefits are not approved by the Stockholders as contemplated above. The Company and the Purchaser shall reasonably coordinate in advance with respect to the documentation and procedures relating to the waivers and stockholder approval under Section 280G of the Code, including the Purchaser’s provision to the Company of any information or documentation regarding payments and/or benefits that may be payable or provided by the Purchaser or an Affiliate thereof that could separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the stockholders of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior Within a reasonable time prior to, and in no event later than five days (5) Business Days prior to, delivery to soliciting the “disqualified individuals” and the stockholders of the Company of such waivers waiver and approvalstockholder approval materials, the Company shall provide drafts of such waivers and such stockholder approval materials (including disclosure statement) to Acquiror Purchaser and its representative for its review and commentapproval (such approval not to be unreasonably withheld or delayed) and the Company shall reflect in such disclosure statement and waiver any changes reasonably requested by Purchaser or its representative. No As soon as practicable following the date hereof and no later than two days fifteen (15) Business Days prior to soliciting the waiversClosing Date, the Company shall provide Acquiror the Purchaser with the calculations and related documentation required to determine whether and to what extent the vote described in this Section 7.04 6.25 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior If applicable, prior to the Closing Date, the Company shall deliver to Acquiror the Purchaser evidence reasonably satisfactory to the Purchaser that a vote of the stockholders of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section 6.25 and whether the requisite number of votes Section 280G of the stockholders of Code and the Company was regulations thereunder, and that either (i) such requisite stockholder approval either has been obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its counsel in good faith in order to calculate or determine the value (for purposes of Section 280G of Approval”) or (ii) that the Code) of any payments or benefits granted or contemplated therein, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of Approval was not obtained, and, as a consequence, the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan be made or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheldprovided.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations promulgated thereunder) of the Company has the right to receive or retain any payments or benefits that could would be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations promulgated thereunder), then, the Company will, prior to the Closing Date: (a) solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such “disqualified individual’s rights ’s” right to some receive or all retain the portion of such payments or benefits that constitutes “parachute payments” (the “Waived 280G Benefits”) ), so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder); and (b) no later than ten days three (3) Business Days prior to the Closing Date, with respect to each individual “disqualified individual” who agrees to executes the waiver described in clause (a), submit to a vote of holders of the stockholders equity interests of the Company entitled to vote on such matters, in the manner required intended to satisfy the requirements under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive or retain the Waived 280G Benefits. Prior to, and in no event later than five days two (2) Business Days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror Buyer for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Buyer. No later than two days five (5) Business Days prior to soliciting the waivers, the Company shall provide Acquiror Buyer with the calculations and related documentation necessary to determine whether and to what extent the vote described in this Section 7.04 8.06 is necessary required in order to avoid the imposition of Taxes under Section 4999 of the Code. To the extent that any Contract, agreement or other arrangement is entered into by, or at the direction of, Buyer and/or any of its Affiliates and any “disqualified individual” (the “Buyer Arrangements”), Buyer shall provide a copy of such Contract, agreement or other arrangement to the Company at least ten (10) Business Days prior to the Closing Date and cooperate with the Company 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 may constitute, individually or in the aggregate with any other payments and/or benefits, “parachute payments” (within the meaning of Section 280G of the Code); provided, that none of the Company or any of its Affiliates will be deemed to be in breach of the covenants set forth in this Section 8.06 due to Buyer’s breach of its obligations set forth in this Section 8.06 or if the process set forth herein is ultimately determined to be invalid, if such invalidation is due to any inaccuracy or incompleteness in any respect of any such amounts and/or information provided by Buyer with respect to the Buyer Arrangements. Prior to the Closing Date, the Company shall deliver to Acquiror Buyer evidence that a vote of the stockholders holders of the equity interests of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did requisite number of votes was not pass and obtained, and, as a result, the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.

Code Section 280G. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of the Company has the right to receive or retain any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then, the Company will: (a) no later than six days prior to the Closing Date, solicit and use its commercially reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than ten three days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of holders of the stockholders equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than five four days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Acquiror for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Acquiror. No later than two seven days prior to soliciting the waivers, the Company shall provide Acquiror with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.04 7.06 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained. Notwithstanding the foregoing, to the extent that any contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective Affiliates and a “disqualified individual” in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Acquiror Arrangements”), Acquiror shall provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days prior to the Closing Date and shall cooperate with the Company or its 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, which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, however, that the Company’s failure to include the Acquiror Arrangements as Waived 280G Benefits shall not result in a breach of the covenants set forth in this Section 7.04 if Acquiror fails to provide a copy of such contract, agreement, plan or summary of such other arrangement to the Company at least ten days before the Closing Date and/or fails to cooperate with the Company or its counsel in good faith in order to calculate or determine the value as required pursuant to this Section 7.04. In no event shall the Company be deemed in breach of this Section 7.04 if any “disqualified individual” refuses to execute a waiver that has been timely solicited by the Company or the stockholder vote is not obtained due to the Company’s stockholder not approving such Waived 280G Benefits. With respect to each time period set forth in this Section 7.04, such period may be shorter as agreed by the Parties, with such agreement not to be unreasonably withheld.