Common use of Section 280G Matters Clause in Contracts

Section 280G Matters. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To At least fourteen (14) days prior to the extent applicableClosing Date, the Company shall use its reasonable best efforts to (or shall cause its applicable Affiliates toi) solicit obtain an executed written agreement (aa “Section 280G Waiver”) waivers from individuals who are each “disqualified individualsindividual,” (within the meaning of Section 280G) G of the Code and who have a the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits as a result of that may separately or in connection with the transactions contemplated herein that would reasonably be expected to aggregate constitute “excess parachute payments” (within the meaning of Section 280G) G (the “Waived Section 280G Benefits”, and each such waiver, a “280G WaiverPayment”) and (b) prior to accept in substitution therefor the Closing Date and at least one (1) calendar day following right to receive such payments only if approved by the receipt of the 280G Waivers, the approval of the Stockholder Company Stockholders in a manner intended to comply that complies with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of any Waived Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Benefits; Payments, and (iii) obtain approval of such Section 280G Payments, in a manner which satisfies the requirements of Section 280G of the Code. Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided that in this Section, the Company shall not be in breach of this covenant solely as a result provide drafts of the refusal of any disqualified individual Company Stockholder approval materials and Section 280G Waivers to waive the applicable payments Purchaser and submit them to the applicable stockholder votePurchaser’s advisors for their review and approval, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies which approval shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)unreasonably withheld. At least one day prior Prior to the Closing Date, the Company shall deliver to Parent Purchaser evidence that a vote of the Stockholder Company Stockholders was solicited in accordance with the foregoing provisions this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval of the Stockholder was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding and, as a consequence, the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of Payments shall not be made to any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute Person who executes a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteWaiver.

Section 280G Matters. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers The Company shall obtain and deliver to Parent, prior to the initiation of the procedure described in Section 4.17(b), an excess parachute payment waiver, in substantially the form attached hereto as Exhibit H, from individuals who are each Person whom the Company reasonably believes is, with respect to the Company, any Subsidiary of the Company and/or any ERISA Affiliate of the Company, a “disqualified individualsindividual” (within the meaning of Section 280G) G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the procedure described in Section 4.17(b), and who might otherwise have, receive or have a the right or entitlement to any payments and/or benefits receive an excess parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Company Capital Stock in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” Merger and/or the termination of employment or service with the Company, Parent or any of their Subsidiaries following the Merger, (ii) any severance payments or other benefits or payments in connection with the Merger and/or the termination of employment or service with the Company, Parent or any of their Subsidiaries following the Merger, and/or (iii) the receipt of any Company Options or Company Capital Stock within the meaning of Section 280G) (12-month period ending on the “Waived 280G Benefits”date on which the Effective Time occurs, and in accordance with which each such waiverPerson shall agree to waive any and all right or entitlement to the accelerated vesting, a “280G Waiver”payments, benefits, options and stock referred to in clauses (i), (ii) and (iii) unless the requisite shareholder approval of such accelerated vesting, payments, benefits, options and stock is obtained in accordance with Section 4.17(b). (b) prior The Company shall use its reasonable best efforts to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, obtain the approval by such number of Company Shareholders as is required by the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and terms of Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that so as to render the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing parachute payment provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) Code inapplicable to any and all payments and/or benefits provided in accordance with agreements, contracts or arrangements that, in the absence of any payments the executed Excess Parachute Payment Waivers by the Persons described in Section 4.17(a), might otherwise result, separately or benefits granted or contemplated thereinin the aggregate, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute such payment being considered a “parachute payment,” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the covenants set forth in this Code and the Treasury Regulations thereunder, including Q-7 of Section 6.9 if 1.280G-1 of such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteTreasury Regulations.

Section 280G Matters. To Within one (1) Business Day after the extent applicabledate hereof, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals will deliver to the Purchaser a list setting forth all persons who are “"disqualified individuals” " as described below, a detailed list of the payments that the disqualified individuals may receive (under this Agreement or any other contract, plan or arrangement with the Company or otherwise, including severance payments, and acceleration of vesting or benefits under options or restricted stock), and the payroll and compensation data needed to perform calculations under Section 280G of the Code. The Company will also deliver within one (1) Business Day of the date hereof a description of any family or other relationships among the Stockholders that would result in attribution of ownership under Section 318 of the Code for the purposes set forth above, together with a worksheet or memorandum from the Company's outside accountants or other professional advisor reasonably acceptable to the Purchaser demonstrating the extent (if any) to which such payments, vesting or benefits constitute "excess parachute payments" within the meaning of Section 280G) and who have G of the Code will be made to such disqualified individuals. If for any reason it appears to such independent accounting firm or other professional advisor that a right disqualified individual will receive an excess parachute payment, then the balance of this Section 5.7 will apply, in addition to any payments and/or benefits as a result of or in connection with other rights and remedies the transactions contemplated herein that would reasonably be expected Purchaser may have. Prior to constitute “excess parachute payments” (within the meaning of Section 280G) (Effective Time, the “Waived 280G Benefits”Company will submit to, and each such waiveruse all reasonable efforts to obtain, a “280G Waiver”) and stockholder vote or written consent approving or denying the right of any "disqualified individual" (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder as defined in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(BSection 280G(c) of the Code of Code) to receive or retain any Waived and all payments that could be deemed "parachute payments" under Section 280G Benefits; provided that the Company shall not be in breach of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable Code (or, if such payments and submit them to the applicable stockholder voteare not approved, so long as the Company used commercially reasonable efforts to solicit then such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits payments shall be paid or provided. Notwithstanding the foregoing, to forfeited the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of payments would constitute "parachute payments" under Section 280G of the Code), on the following terms and conditions interpreted in a manner which complies with Section 280G of the Code and all applicable final, proposed or temporary regulations thereunder: (a) such payments so submitted for approval will be computed without reduction for any amounts which could otherwise be treated as excludible, reasonable compensation for services rendered before or after the Effective Time under Section 280G(b)(4) of the Code; (b) the stockholder approval will be timely solicited in form and substance and pursuant to such disclosure as will be sufficient to satisfy the stockholder approval requirements for the private company exemption of Section 280G(b)(5) of the Code, including requirements that such disqualified individual waive in advance the right to such payment if the requisite stockholder approval is not obtained, and such payments will be separately approved within the meaning of such regulations; and (c) for such approval to be effective as to any payments such payment, more than seventy-five percent (75%) of the voting power of the Company will have approved such payment without counting as outstanding or benefits granted or contemplated thereinpermitting to vote (except, which may be paid or granted in connection with the transactions as contemplated by this Agreement that could constitute a “parachute payment” Treasury Regulations Section 1.280G-1, Q&A-7(b)(4)), any stock (i) actually owned or constructively owned under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach 318(a) of the covenants set forth in this Code by or for such disqualified individual, or (ii) as to which the owner of such stock is considered under Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5318(a) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations Code to own any part of the stock owned directly or indirectly by or for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votesuch disqualified individual.

Section 280G Matters. To the extent applicable, the The Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers no later than five (5) Business Days prior to the Closing Date, solicit from individuals who are each “disqualified individualsindividual” with respect to the Company and Company Subsidiaries (within the meaning of Section 280G(c) of the Code) who could otherwise receive any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280GG Benefits”) and who have a right so that all remaining payments or benefits, if any, shall not be deemed to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (G of the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”Code) and (b) prior to the Closing Date and at least one no later than three (13) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a shareholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval materials, the Company shall provide drafts of such waivers and approval materials, including calculations related to such materials, to Purchaser for its review and comment no later than three (3) Business Days prior to soliciting such waivers and soliciting such approval, and the Company shall consider any comments provided by Purchaser in good faith. If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing, Seller shall deliver to Parent Purchaser evidence reasonably acceptable to Purchaser that a vote of the Stockholder shareholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.12 and that either (i) the approval requisite number of votes of the Stockholder shareholders of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or (ii) the approval of the Stockholder 280G Approval was not obtained and no obtained, and, as a consequence, the Waived 280G Benefits shall not be paid made or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To Prior to the extent applicableClosing, the Company shall use its commercially reasonable efforts to take such actions that are intended to ensure that the payment of any amounts or benefits (whether or shall cause its applicable Affiliates tonot accelerated) solicit (a) waivers from individuals who are to a “disqualified individualsindividual” (within as defined in Section 280G(c) of the meaning of Section 280GCode) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that hereunder, would not, separately or in the aggregate, reasonably be expected to constitute result in the disallowance of a deduction to the Company or any Company Subsidiary, as applicable, under Section 280G of the Code, including, as necessary, (a) soliciting the requisite approval of the Company’s direct or indirect stockholders of all or a portion of any such payments or benefits, in a manner that meets the shareholder approval requirements of Section 280G(b)(5) of the Code and Treasury Regulations Section 1.280G-1, Q/A-7 (including providing such members adequate disclosure of all material facts concerning any such payments or benefit as provided in, and otherwise conducting such solicitation in conformity with, Section 280G(b)(5)(B) of the Code) and (b) to the extent necessary, attempting to obtain a waiver from each such “disqualified individual” entitled to receive any payments or benefits which would reasonably be expected, individually or when aggregated with other payments or benefits, to cause or trigger “excess parachute payments” (within the meaning of Section 280G) (G of the “Waived 280G Benefits”, Code). The Company shall provide Buyer with drafts of all such solicitation materials and each such waiver, a “280G Waiver”) consents for review and (b) comment prior to the Closing Date delivery to equityholders or disqualified individuals, as applicable (such review and at least one (1) calendar day following the receipt of the 280G Waiverscomment not to be unreasonably withheld, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiverconditioned or delayed). At least one day prior to To the Closing Dateextent solicited, the Company shall deliver to Parent Buyer prior to the Closing evidence (in the form of the final executed documents described in the preceding sentence) showing that a vote of the Stockholder Company’s equityholders was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide 7.17 and demonstrating whether or not the requisite number of equityholders votes consenting to Parent at least five (5) calendar days prior such benefits and payments was obtained with respect to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement such benefits and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votepayments.

Section 280G Matters. To the extent applicable, (i) If the Company shall (or shall cause any of its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within Subsidiaries is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that would or may not be deductible under Section 280G of the meaning Code if the stockholder approval requirements of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code are not satisfied, then the Company shall, prior to the Closing, submit for approval, pursuant to Section 280G(b)(5)(B) of the Code and the regulations thereunder and in a manner reasonably satisfactory to Purchaser, by the stockholders of the Company entitled to vote, any Waived payments and/or benefits to any shareholder, director, officer, employee, contractor or consultant of the Company or any of its Subsidiaries that may be deemed to constitute “parachute payments” as defined in Section 280G(b)(2) of the Code (“Potential 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day and, prior to the Closing DateClosing, the Company shall deliver to Parent Purchaser evidence reasonably satisfactory to Purchaser either that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the requisite stockholder approval of the Stockholder was obtained obtained, or (ii) the approval of the Stockholder was not obtained and no Waived Potential 280G Benefits shall will be paid payable or provided. Notwithstanding retained, including by reason that the foregoing, individual or individuals entitled to such payments elected to sign waivers forfeiting any payments or benefits that may be deemed to constitute “parachute payments”. (ii) To the extent that any contract, agreement, plan, or arrangement plan is entered into by Parent Purchaser, the Company, any Subsidiary of the Company or any of its their Affiliates and a “disqualified individual individual” (as defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement before the Closing Date (Date, the “Parent Arrangements”), Parent Purchaser shall provide a copy of such Parent Arrangement contract, agreement or plan to the Company and the Stockholders’ Representative at least ten five (105) calendar days Business Days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may are reasonably expected to be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach G of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteCode.

Section 280G Matters. To the extent applicable, Seller shall cause the Company shall (or shall cause its applicable Affiliates to) solicit to (a) waivers prior to soliciting the stockholder approval set forth in clause (b) below, solicit, and use commercially reasonable efforts to obtain, a waiver from individuals each Person who are is a “disqualified individualsindividual” (within the meaning of Section 280G) G of the Code and who have has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein by this Agreement that does or would reasonably be expected to constitute a “excess parachute paymentspayment” (within the meaning of Section 280G) G of the Code), pursuant to which such Person will irrevocably waive 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 “excess parachute payments” within the meaning of Section 280G of the Code (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) with respect to each Person who executes a waiver as described in clause (a) above, prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversDate, solicit the approval of the Stockholder applicable holders of Equity Securities in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, Contract or arrangement plan is entered into by Parent or at the direction of any of its Affiliates Buyer Related Party and a “disqualified individual individual” (within the meaning of Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date (the “Parent Buyer Arrangements”), Parent shall Buyer shall, at least seven (7) days prior to the Closing Date, provide a copy of such Parent Arrangement Contract or plan to the Company at least ten (10) calendar days before the Closing Date Seller and shall reasonably cooperate with the Company Seller 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 or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under (within the meaning of Section 280GG of the Code); provided that, in any event, the Companythat Seller’s failure to include the Parent Buyer Arrangements in the stockholder voting materials described due to Buyer’s breach of its obligations set forth herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due 5.7. Seller and the Company shall have delivered to Parent’s breach Buyer drafts of all calculations, waivers, disclosure and documents that comprise the approval of each parachute payment in sufficient time to allow Buyer to comment thereon but no less than seven (7) days prior to the Closing Date, and shall consider all reasonable comments of Buyer thereon. Prior to the Closing Date, the Company shall deliver to Buyer evidence that a vote of the applicable holders of Equity Securities was solicited in accordance with the foregoing provisions of this Section 6.9. The Company shall provide 5.7 and that either (A) the requisite number of votes were obtained with respect to Parent at least five the Waived 280G Benefits to avoid loss of deduction an excise taxes (5the “280G Approval”), or (B) calendar days prior to seeking the 280G WaiversApproval was not obtained, drafts of and, as a consequence, the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the Waived 280G Waivers and soliciting the voteBenefits shall not be made or provided.

Section 280G Matters. To With respect to each service provider of the extent applicableCompany Group and its Affiliates who is a “disqualified individual” (as defined in Section 280G(c) of the Code), no later than five (5) Business Days prior to the Closing, the Company shall use its commercially reasonable efforts to secure from each such individual who has a right to any payments or economic benefits pursuant to any Company Benefit Program and any agreement to which such individual is entitled in connection with the Transactions or otherwise that could reasonably be deemed to constitute “parachute payments” (as defined in Section 280G of the Code) a waiver, subject to the approval described below in this Section 5.25, of such individual’s rights to all of such “parachute payments” that are equal to or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are in excess of three times such individual’s “disqualified individualsbase amount” (within the meaning of Code Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) less one dollar (the “Waived 280G Benefits”, and each such waiver, a “). If any individual waives his or her rights to the Waived 280G Waiver”) and (b) prior Benefits as described in the immediately preceding sentence, the Company shall use commercially reasonable efforts to the Closing Date and at least one (1) calendar day following the receipt of the submit such individual’s rights to such Waived 280G Waivers, Benefits to its stockholders for their approval in accordance with the approval requirements of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and in a manner that satisfies the applicable requirements of Section 280G(b)(5)(B) of the Code and any Waived 280G Benefitsregulations promulgated thereunder; provided provided, that in no event shall this Section 5.25 be construed to require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company Group, and in no event shall not the Company be deemed in breach of this covenant solely as a result of the refusal of Section 5.25 if any disqualified individual such Person refuses to waive the applicable payments and submit them to the applicable stockholder voteany such rights or such member approval is not obtained. Within a reasonable period of time before taking such actions and, so long as the Company used commercially reasonable efforts to solicit such waiver in no event, less than three (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day 3) Business Days prior to the Closing Datetaking such actions, the Company shall deliver to the Parent for review copies of any documents, agreements, or other materials as necessary to effect this Section 5.25 (including any stockholder consent form, disclosure statement or waiver, and calculations related to any potential parachute payments under Section 280G of the Code) for the Parent’s review and comment (which comments shall be considered by the Company in good faith) and, where reasonable (as determined by the Company in good faith), incorporated into the applicable documents or calculations. To the extent that any such Waived 280G Benefits do not obtain such approval, such Waived 280G Benefits shall not be retained, made or provided to the applicable individual, whether by the Company Group or the Parent, or any of their respective Affiliates. No later than three (3) Business Days prior to the Closing, the Company shall deliver to the Parent evidence that a vote of the Stockholder such approval was solicited in accordance with the foregoing provisions of this Section 5.25 and that either (ia) the approval requisite number of the Stockholder was votes were obtained with respect to such Waived 280G Benefits, or (iib) the such approval of the Stockholder was not obtained and no and, as a consequence, such Waived 280G Benefits shall not be paid retained, made or provided. Notwithstanding the foregoing, provided to the extent that applicable individual, whether by any contractof the Company Group, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votetheir respective Affiliates.

Section 280G Matters. To the extent applicable, prior to the Closing Date, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers use commercially reasonable efforts to secure a waiver from individuals each Person who has a right to any payments and/or benefits that are “disqualified individualscontingent” (within the meaning of Section 280GG of the Code) and who have a right to any payments and/or benefits as a result of or in connection with on the transactions contemplated herein by this Agreement that does or would reasonably be expected to constitute a “excess parachute paymentspayment” (within the meaning of Section 280G) G of the Code), subject to the approval described in clause (b), of such Person’s rights to all such parachute payments and/or benefits (the “Waived 280G Benefits”, and each ) so that all remaining payments and/or benefits applicable to such waiver, a Person will not be “excess parachute payments” that would not be deductible under Section 280G Waiver”) of the Code and (b) promptly thereafter, but in any event no later than one (1) day prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversDate, solicit the approval of the Stockholder stockholders of the Company in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that . Not less than five (5) days prior to distribution of any materials to stockholders or “disqualified individuals” (within the meaning of Code Section 280G) in connection with the waiver and vote described in this Section 6.4, the Company shall not be in breach provide Parent for its review and comment a copy of this covenant solely as all such materials and a result copy of the refusal its Section 280G calculations and shall consider all of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value Parent’s substantive comments to such disqualified individual documents in order to receive such waiver)good faith. At least one day prior Prior to the Closing Date, the Company shall deliver to Parent evidence that a stockholder vote of the Stockholder was solicited in accordance with the foregoing provisions of this Section 6.4 and that either (i) the requisite number of stockholder votes was obtained with respect to the approval of the Stockholder was obtained payment of the Waived 280G Benefits (the “280G Approval”), or (ii) that the approval of the Stockholder 280G Approval was not obtained and no obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid made or providedprovided to the disqualified individuals. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, agreement or arrangement plan is entered into by or at the direction of any Parent or any of its Affiliates Related Party and a “disqualified individual individual” (within the meaning of Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement contract, agreement or plan to the Company at least ten fifteen (1015) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under (within the meaning of Section 280GG of the Code); provided that, in any event, that the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein due to Parent’s breach of this Section 6.4 will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s 6.4. In no event shall the Company be deemed in breach of this Section 6.9. The Company shall provide 6.4 if any disqualified individual refuses to Parent at least five (5) calendar days prior to seeking execute a waiver or the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteApproval is not obtained.

Section 280G Matters. To Prior to the extent applicableClosing Date, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers Group will seek and use reasonable best efforts to obtain, from individuals each individual who are may be a “disqualified individualsindividual” (within the meaning of Section 280G280G(c) of the Code and the regulations thereunder) and who have a right to any could receive or retain payments and/or or benefits as a result of or in connection with the transactions Transactions contemplated herein that would reasonably be expected to constitute by this Agreement that, separately or in the aggregate, could result in such individual’s receipt of “excess parachute payments” (within the meaning of Section 280G) G of the Code), a waiver of such individual’s right to receive or retain that portion of the payments or benefits that would result in such individual’s receipt of “parachute payments” (the “Waived 280G Benefits”, and each such waiver, a “280G WaiverPayments”) and (b) prior to if the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the requisite stockholder approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and under Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the is not obtained. The Company shall not be in breach of this covenant solely as a result Group then will solicit stockholder approval of the refusal of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver Waived Payments. No later than ten (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to 10) Business Days before the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, Acquiror or its counsel drafts of the consent, waiver, disclosure statement and calculations for Parentnecessary to effectuate the approval process and shall incorporate all of Acquiror’s review and commentreasonable comments. The Prior to the Closing Date, the Company shall incorporate deliver to Acquiror notification and evidence reasonably satisfactory to Acquiror that (a) a vote was solicited in conformance with Section 280G(b)(5) of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to the Waived Payments that were subject to the stockholder vote, or (b) such stockholder approval was not obtained, and, as a consequence, the Waived Payments shall not be made or provided or retained to the extent they would cause any reasonable comments made by Parent prior amounts to seeking the constitute “excess parachute payments” pursuant to Section 280G Waivers and soliciting of the voteCode.

Section 280G Matters. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals If any Person who are is a “disqualified individualsindividual” (within the meaning of Section 280GG of the Code and the Department of Treasury regulations promulgated thereunder) and who have a right with respect to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that Acquired Companies would reasonably be expected to receive any payment(s) or benefit(s) that could constitute “excess parachute payments” (within the meaning of payments under Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before as determined without taking into account any contracts or arrangements (including any equity or equity-based contracts or arrangements) entered into between Purchaser or one of its Affiliates and an employee or other service provider of any of the Acquired Companies unless any such contracts or arrangements were disclosed to the Acquired Companies at least 10 Business Days prior to the Closing Date Date, then: (a) the Acquired Companies will take Commercially Reasonable Efforts to obtain and deliver to Purchaser each of the waivers received from such “disqualified individual(s)” regarding the parachute payments (the “Parent ArrangementsParachute Payment Waivers”) as soon as practicable after the date hereof (but in no event later than the day immediately prior to the Closing Date); and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Purchaser (but in any event prior to Closing), the Acquired Companies will prepare and distribute to its or their (as appropriate) shareholders a disclosure statement describing the potential parachute payments and benefits that may be received by such disqualified individual(s) and will submit such statements to its shareholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite number of the shareholders, such payments and benefits will not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to Closing, if a 280G Vote is required, the Acquired Companies will deliver to Purchaser evidence (i) that the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the shareholder vote (the “Section 280G Approval”), Parent shall provide or (ii) that the Section 280G Approval was not obtained and as a copy of such Parent Arrangement consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” will not be made or provided. Notwithstanding the foregoing provisions of this Section 6.06, the Acquired Companies will have no obligation to compel any Person to execute a Parachute Payment Waiver and in no event will any Seller or any Acquired Company be considered in breach of this Section 6.06 if any such Person fails to execute a Parachute Payment Waiver or if the Section 280G Approval is not obtained. This Section 6.06 will not apply to (and compliance with this Section 6.06 will be determined as if there had not been entered into or implemented) any contracts or arrangements with Purchaser or any of its Affiliates unless such contracts or arrangements are provided to the Acquired Companies at least ten two (102) calendar days before Business Days prior to the Closing Date and shall Date. Purchaser will cooperate with the Company Acquired Companies 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 in any such contracts or granted in connection with the transactions contemplated by this Agreement arrangements that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach G of the covenants set forth in this Section 6.9 if such failure is due Code. At least one (1) Business Days before distributing any Parachute Payment Waivers and any materials to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking shareholders for the 280G WaiversVote, drafts the Acquired Companies shall deliver to Purchaser copies of all calculations and the consent, waiver, disclosure statement and calculations materials to be distributed to disqualified individuals for ParentPurchaser’s review and reasonable comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (which shall in no event require payment of additional consideration to any Person), as soon as practicable after the date of this Agreement (but in no event later than the third (3rd) Business Day immediately prior to the Closing Date), to obtain from each Person to whom any payment and/or benefit is required or proposed to be made that could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), a written agreement waiving such Person’s right to receive some or all of such payment and/or benefit (such waived portion, the “Waived Benefit”), so that the remaining payment and/or benefit applicable to such Person shall not be deemed to be a parachute payment that would not be deductible under Section 280G of the Code or subject to an excise tax under Section 4999 of the Code, and to accept in substitution for the Waived Benefit the right to receive such remaining payment or benefit only if approved by the Shareholders in a manner that complies with Section 280G(b)(5)(B) of the Code. Each such waiver shall identify the specific Waived Benefit and shall provide that if such Shareholder approval is not obtained, such Waived Benefit shall not be made and such Person shall have no right or entitlement with respect thereto. As soon as practicable thereafter, but in any event prior to the Closing Date, to the extent applicablesuch waivers are obtained, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the seek Shareholder approval of the Stockholder in a manner intended to comply that complies with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided all such payments and/or benefits that have been conditioned on the Company shall not be in breach receipt 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)approval. At least one day three (3) Business Days prior to obtaining such waivers and seeking approval from the Shareholders, the determination of which payments may be deemed to constitute parachute payments, the form of each such waiver, and the disclosure and other circumstances of any such Shareholder approval shall be provided to Buyer for Buyer’s review and comment, and the Company (and its advisors) shall reasonably consider and incorporate such comments. Prior to the Closing Date, the Company shall deliver to Parent Buyer notification and evidence reasonably satisfactory to Buyer that (i) a vote of the Stockholder was solicited in accordance conformance with the foregoing provisions and that either (iSection 280G(b)(5) the approval of the Stockholder Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any waived payments or benefits that were subject to the stockholder vote, or (ii) the that such stockholder approval of the Stockholder was not obtained and no Waived 280G Benefits and, as a consequence, that such waived payments or benefits shall not be paid made or provided. Notwithstanding the foregoing, provided to the extent they would cause any amounts to constitute “excess parachute payments” pursuant to Section 280G of the Code. To the extent that any contract, agreement, planBuyer or its Affiliates wish to enter into, or arrangement is entered into by Parent cause the Company or any of its Affiliates and a disqualified individual in connection the Subsidiary to enter into, additional arrangements with the transactions contemplated by this Agreement before Company’s “disqualified individuals” (as defined in Section 280G of the Closing Date Code) with respect to services to be provided prior to or following the Merger (the “Parent Buyer 505026976.1 Arrangements”), Parent such arrangements shall provide a copy of such Parent Arrangement be disclosed to the Company at least ten (10) calendar days before the Closing Date and Buyer shall cooperate with the Company in good faith in order provide sufficient information necessary to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted pursuant to or contemplated thereinby such arrangements, which may be paid or granted in connection with each case, at least ten (10) Business Days prior to the transactions contemplated by this Agreement that could constitute a “parachute payment” under Closing Date. In the event Buyer does not timely disclose, and provide the information necessary to determine the value (for purposes of Section 280G; provided that, in any eventG Code) of, the Company’s Buyer Arrangements, the Company shall not include the Buyer Arrangements in the written waiver and shareholder voting materials described herein and such failure to include the Parent Buyer Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote6.12.

Section 280G Matters. To Prior to the extent applicableEffective Time, the Company and its Subsidiaries shall submit to a stockholder vote (or shall cause its applicable Affiliates toalong with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) solicit (aof the Code and any Treasury Regulations promulgated thereunder) waivers from individuals who are the right of any “disqualified individualsindividual” with respect to the Company or any of its Subsidiaries (within the meaning of Section 280G(c) of the Code) to receive any payment that would constitute a “parachute payment” (within the meaning of Section 280G280G(b)(2)(A)(i) of the Code) and who have as to which such individual waives his or her rights as described in the following sentence in a right manner that satisfies the stockholder approval requirements of Section 280G(b)(5) of the Code and any Treasury Regulations promulgated thereunder to the extent necessary to cause any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected such payment to not constitute an “excess parachute paymentspayment” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B280G(b)(1) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)Code. At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to To the extent that any contractsuch “disqualified individual” has the right to receive payments that could constitute “parachute payments” and elects to waive such rights, agreement, plan, or arrangement is entered into by Parent or the Company and any of its Affiliates Subsidiaries, as applicable, shall obtain waivers of such rights prior to soliciting the vote described in the immediately preceding sentence such that the vote shall, if successful, establish each “disqualified individual’s” right to the payment. At least three (3) days prior to execution, the Company and its Subsidiaries shall provide, or cause to be provided, to Parent a draft of all stockholder vote related documents, including any disclosure documents, “disqualified individual in connection with individual” waivers, and the transactions contemplated underlying analysis used to prepare such documents. The Company and its Subsidiaries shall incorporate any reasonable comments that are made by this Agreement before the Closing Date (the “Parent Arrangements”), Parent. Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall reasonably cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach preparation of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteshareholder vote related documents.

Section 280G Matters. To the extent applicable, the The Company shall (or shall cause its applicable Affiliates to) solicit shall: (a) waivers from individuals who are “disqualified individuals” at least three (within the meaning of Section 280G3) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) Business Days prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversClosing, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of secure from any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either Person who (i) the approval of the Stockholder was obtained or is a “disqualified individual” (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual as defined in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code), and (ii) of has a right or potential right to any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” pursuant to Section 280G of the Code, a waiver (a “280G Waiver”) of all or a portion of such Person’s rights to receive or retain any such payments or benefits, such that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute paymentpayments” under pursuant to Section 280G; provided thatG of the Code (the “Waived 280G Benefits”), and (b) at least one (1) Business Days prior to the Closing, submit for approval by the Shareholders 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 (the “280G Approval Process”). The Company shall not pay or provide any eventof the Waived 280G Benefits, if such Waived 280G Benefits are not approved by the Shareholders as contemplated above. No later than three (3) Business Days prior to seeking 280G Waivers to commence such Shareholder approval, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consentconsent (including true and complete information to determine voting requirements with respect to any entity shareholders (within the meaning of Section 280G of the Code)), waiver, disclosure statement and calculations necessary or appropriate to effectuate the 280G Approval Process for Parent’s review and commentcomment (and shall consider in good faith any reasonable and timely comments). The Prior to the Closing, the Company shall incorporate any reasonable comments made by deliver to Parent prior to seeking evidence that (A) the 280G Waivers Approval Process was properly conducted and soliciting (B) (x) a vote of the voteShareholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Shareholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G Matters. (a) To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach of this covenant solely “disqualified individual” (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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement term is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (defined for the purposes of Section 280G of the Code) of the Company Group (a “Disqualified Individual”) would be entitled to any payments payment or benefits granted or contemplated therein, which may be paid or granted in connection with benefit as a result of the transactions contemplated by this Agreement that or any other Transaction Document (either alone or upon the occurrence of any additional or subsequent events), and (1) such payment or benefit could potentially constitute a “parachute payment” under Section 280G; provided thatG of the Code or could reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code, in Seller shall, prior to the Closing: (i) use its best efforts to obtain a binding written waiver by such Disqualified Individual (each, an “Excess Parachute Waiver”) of any eventportion of such parachute payment as exceeds 2.99 times such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code (collectively, the Company’s failure “Excess Parachute Payments”) to include the Parent Arrangements extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations § 1.280G-1 thereunder (the “280G Stockholder Approval Requirements”); (ii) provide all required disclosure to all Persons entitled to vote under Section 280G(b)(5)(B)(ii) of the Code and hold a vote of stockholders in the manner intended to satisfy the 280G Stockholder Approval Requirements; and (iii) seek stockholder voting materials described herein will not result approval in a breach manner that satisfies the 280G Stockholder Approval Requirements in respect of the covenants set forth Excess Parachute Payments payable to all such Disqualified Individuals. (b) The Excess Parachute Waivers, disclosure to stockholders and any other resolutions, notices or other documents issued, distributed, adopted or executed in this Section 6.9 if such failure is due to Parent’s breach connection with the implementation of this Section 6.9. The Company 8.21 shall provide be subject to Parent at least five (5) calendar days Purchaser’s prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company , and Seller shall incorporate revise any such documentation to take into account any reasonable comments made by Parent prior Purchaser; provided that Purchaser shall in no way be responsible for any of the content of such disclosure except for information supplied in writing by Purchaser expressly for inclusion therein. (c) To the extent any Excess Parachute Payments are not approved as contemplated in Section 8.21(a)), such Excess Parachute Payments shall not be made or provided. Prior to seeking the Closing Date, Seller shall deliver to Purchaser written evidence of satisfaction of the 280G Waivers and soliciting Stockholder Approval Requirements or written notice of the votenon-satisfaction thereof.

Section 280G Matters. Each Seller shall, and shall cause Blocker to, take any actions necessary to submit for the approval of the equityholders of Blocker in a manner that satisfies Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the final Treasury Regulations issued thereunder, the right of each “disqualified individual” (as defined in Section 280G(c) of the Code) (a “Disqualified Individual”) to receive or retain, as applicable, that portion of any payments and benefits that, together with any other payments and benefits the Disqualified Individual may become entitled to receive that may be considered “parachute payments” under Section 280G(b)(2) of the Code, exceeds 299% of such Disqualified Individual’s “base amount” (as defined in Section 280G(b)(3) of the Code) (the “Excess Payments”). To the extent applicablerequired to comply with the provisions of the preceding sentence, the Company shall (or each Seller shall cause its Blocker to (i) use reasonable best efforts to obtain a waiver (a “280G Waiver”) from each Disqualified Individual of all or a portion of such Disqualified Individual’s rights to receive or retain any such payments or benefits, such that all remaining payments or benefits applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably such person shall not be expected deemed to constitute be “excess parachute payments” (within the meaning of pursuant to Section 280G) G of the Code (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (bii) prior deliver, among other items, to the Closing Date and at least one (1) calendar day following the receipt equityholders of the 280G Waivers, the approval of the Stockholder in Blocker a manner disclosure statement intended to comply with Sections 280G(b)(5)(A)(ii) and satisfy the stockholder approval requirements of Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements280G Approval Process”), Parent shall provide a copy of such Parent Arrangement . No later than 7 Business Days prior to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section seeking 280G of the Code) of any payments or benefits granted or contemplated thereinWaivers to commence such stockholders approval, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company Sellers shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, Purchaser or its counsel drafts of the consent, waiver, disclosure statement statement, calculations and calculations supporting materials necessary or appropriate to effectuate the 280G Approval Process for ParentPurchaser’s review and comment. The Company comment (and shall incorporate consider in good faith any reasonable comments made by Parent prior comments). Prior to seeking the Closing, Sellers shall deliver to Purchaser evidence that (A) the 280G Waivers Approval Process was properly conducted and soliciting (B) (x) a vote of Blocker’s stockholders was received in conformance with Section 280G of the vote.Code and the regulations thereunder, or (y) such requisite Blocker stockholders approval has not been obtained with respect to the Waived

Section 280G Matters. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit that (a) waivers from individuals who are any “disqualified individuals” (as such term is defined for purposes of Section 280G of the Code) (each, a “Disqualified Individual”) of the Company or any of its Subsidiaries would be entitled to any payment or benefit as a result of the transactions contemplated by this Agreement and (b) such payment or benefit would, or could reasonably be expected to, constitute a “parachute payment” under Section 280G of the Code, Seller and the Company shall use commercially reasonable best efforts to: (i) seek written waivers by such Disqualified Individuals of any portion of such parachute payment as exceeds (x) three (3) times such individual’s “base amount” within the meaning of Section 280G280G(b)(3) and who have of the Code less (y) one (1) dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a right to any payments and/or benefits as a result of or stockholder vote in connection accordance with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning requirements of Section 280G280G(b)(5)(B) of the Code and Treasury Regulations section 1.280G-1 thereunder (the “Waived 280G Benefits”, and each such waiver, a “280G WaiverStockholder Approval Requirements”) and (bii) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the seek stockholder approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) satisfy the 280G Stockholder Approval Requirements in respect of the Code Excess Parachute Payments payable to any such Disqualified Individual. At least two (2) Business Days prior to obtaining such waivers and seeking stockholder approval, the Company shall provide drafts of the waivers and all stockholder approval materials to Buyer for its review and comment and shall consider any such comments in good faith; provided that, no later than ten (10) Business Days prior to the Closing Date, Buyer shall provide to the Company copies of any Waived 280G Benefits; provided arrangements with or negotiated by Buyer or one of its Affiliates, or the relevant terms of such arrangements if not finalized at such time, that would or may be deemed to constitute “parachute payments” as set forth above, and Seller and the Company shall not be in breach of deemed to have breached this covenant solely as a result of the refusal of Section 6.11 with respect to any disqualified individual to waive the applicable payments and submit them arrangement that has not been timely communicated by Buyer to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)Company. At least one day prior Prior to the Closing Date, the Company shall deliver to Parent Buyer evidence that a any vote of the Stockholder applicable Company’s stockholders was solicited in accordance with the foregoing provisions and that either (ix) the approval requisite number of the Stockholder stockholder votes was obtained obtained, or (iiy) the approval requisite number of the Stockholder stockholder votes was not obtained and no Waived 280G Benefits waived parachute payments shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votemade.

Section 280G Matters. To No later than five Business Days after the extent applicabledate hereof, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals will deliver to the Purchaser reasonably detailed information setting forth all persons who are may be “disqualified individuals” as described below and who may be receiving payments or benefits in connection with the Merger (under this Agreement or any other Contract, plan or arrangement with any Acquired Company or otherwise, including severance payments, change of control payments and acceleration of vesting or benefits under options or restricted stock), together with a worksheet or memorandum reasonably acceptable to the Purchaser demonstrating the extent (if any) to which such payments, vesting or benefits could constitute “excess parachute payments” within the meaning of Section 280G) and who have G of the Code. If for any reason it appears to the Purchaser that a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would disqualified individual reasonably could be expected to constitute “receive an excess parachute payments” (within payment, then the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach balance of this covenant solely as a result of Section 6.13 will apply, in addition to any other rights and remedies the refusal of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)Purchaser may have. At least one day prior Prior to the Closing Date, the Company shall deliver will use its commercially reasonable efforts to Parent evidence that submit to a Stockholder vote or written consent approving the right of any “disqualified individual” (as defined in Section 280G(c) of the Stockholder was solicited in accordance with the foregoing provisions Code) to receive or retain any and all payments that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall could be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the deemed “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of parachute payments” under Section 280G of the Code, in a manner that complies with the stockholder approval requirements under Section 280G(b)(5)(B) of any payments or benefits granted or contemplated thereinthe Code and the regulations thereunder (the “Stockholder Approval Requirements”), which may including requirements that such disqualified individual waive in advance the right to such payment if the requisite stockholder approval is not obtained, and each such payment will be paid or granted separately approved within the meaning of such regulations. Prior to the delivery to the Stockholders of documents in connection with the transactions Stockholder approval contemplated by under this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event6.13, the Company’s failure Company will provide the Purchaser and its counsel with a reasonable opportunity to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior comment on all documents to seeking be delivered to the 280G Waivers and soliciting Stockholders in connection with the vote.

Section 280G Matters. To 5.5.1 As soon as practicable after the extent applicabledate hereof, the Company shall (or shall cause its applicable Affiliates toi) solicit (a) waivers obtain an executed waiver from individuals each Person who are is a “disqualified individualsindividual” (within the meaning of Section 280G) G and who might not otherwise receive or have a the right to any payments and/or benefits as receive a result Section 280G Payment unless approval of or in connection such Section 280G Payment by the shareholders of the Company is obtained (such waiver, the “Section 280G Waiver”); (ii) provide the shareholders of the Company with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (adequate disclosure, within the meaning of Section 280G280G(b)(5)(B)(ii) (of the “Waived Code, of all material facts concerning the Section 280G Benefits”, Payments; and each (iii) obtain approval of such waiver, a “Section 280G Waiver”Payments, in a manner which satisfies the requirements of Section 280G. 5.5.2 At least ten (10) and (b) days prior to the Closing Date and at least one (1) calendar day following the receipt of the prior to soliciting executed Section 280G WaiversWaivers and shareholder approval as provided in Section 5.5.1 above, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach of this covenant solely as a result provide to Buyer drafts of the refusal of shareholder approval materials, and Section 280G Waivers and any disqualified individual to waive the applicable payments and submit them other documents related to the applicable stockholder voteSection 280G Payments requested by Buyer for its review and approval, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies which approval shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)unreasonably withheld. At least one day two (2) days prior to the Closing Date, the Company shall deliver to Parent Buyer evidence that a vote of the Stockholder shareholders of the Company was solicited in accordance with respect to each person who executes a Section 280G Waiver (the foregoing provisions “Section 280G Shareholder Vote”) and that either (i) the requisite shareholder approval of the Stockholder was obtained with respect to each person who executes a Section 280G Waiver, or (ii) the requisite shareholder approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding and, as a consequence, the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of Payments shall not be made to any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute person who executes a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteWaiver.

Section 280G Matters. To Within five Business Days after the extent applicabledate hereof, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals will deliver to the Purchaser reasonably detailed information setting forth all persons who are may be “disqualified individuals” as described below and who may be receiving payments or benefits in connection with the Merger (under this Agreement or any other contract, plan or arrangement with the Acquired Companies or otherwise, including severance payments, and acceleration of vesting or benefits under options or restricted stock), and any family or other relationships among the Stockholders that would result in attribution of ownership under Section 318 of the Code for the purposes set forth above, together with a worksheet or memorandum demonstrating the extent (if any) to which such payments, vesting or benefits constitute “excess parachute payments” within the meaning of Section 280G) and who have G of the Code will be made to such disqualified individuals. Purchaser agrees to timely provide allocations of Stock Option Grants and/or Retention Pool amounts to the Company in a right timely manner so that the stockholder vote contemplated below can be sought. If for any reason it reasonably appears to the Purchaser that a disqualified individual will receive an excess parachute payment, then the balance of this Section 5.7 will apply, in addition to any other rights and remedies the Purchaser may have. Prior to the Effective Time, the Company will submit to the Stockholders (the “280G Submission”), and use all reasonable efforts to obtain, a stockholder vote or written consent (the “280G Vote”) to approve or disapprove the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive or retain any and all payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably could be expected to constitute deemed “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of under Section 280G of the Code, on the following terms and conditions interpreted in a manner which complies with Section 280G of the Code and all applicable final, proposed or temporary regulations thereunder: (a) the stockholder approval will be timely solicited in form and substance and pursuant to such disclosure as will be sufficient to satisfy the stockholder approval requirements of Section 280G(b)(5)(B) of the Code, including requirements that such disqualified individual waive in advance the right to such payment if the requisite stockholder approval is not obtained, and such payments will be separately approved within the meaning of such regulations; and (b) for such approval to be effective as to any payments such payment, more than 75% of the voting power of the Company will have approved such payment without counting as outstanding or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions permitting to vote (except as contemplated by this Agreement that could constitute a “parachute payment” Treasury Regulations Section 1.280G-1, Q&A-7(b)(4)) any stock (i) actually owned or constructively owned under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach 318(a) of the covenants set forth in Code by or for such disqualified individual, or (ii) as to which the owner of such stock is considered under Section 318(a) of the Code to own any part of the stock owned directly or indirectly by or for such disqualified individual. Any disclosure submitted to the stockholders pursuant to this Section 6.9 if such failure is due 5.7 will be subject to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days the prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company approval by Purchaser which shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votenot unreasonably be delayed or withheld.

Section 280G Matters. To If required to avoid the extent applicableimposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payments or benefits in connection with the transactions contemplated by this Agreement, the Company shall (or shall cause its applicable Affiliates to) solicit will (a) waivers prior to soliciting the Stockholder Approval (as defined below), solicit from individuals who are each “disqualified individualsindividual” (as defined in Section 280G(c) of the Code) who may receive any payments or benefits that could reasonably constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280GG Benefits” and, each such waiver, a “280G Waiver”) and who have a right to any so that all remaining payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably benefits, if any, shall not be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (G of the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”Code) and (b) prior solicit with respect to the Closing Date and at least one (1) calendar day following the receipt of the each individual who provides a duly executed 280G WaiversWaiver, the stockholder approval of the Stockholder (in a manner intended to comply with Sections satisfying the requirements of Section 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, in particular, Treasury Regulation Section 1.280G-1, Q/A-7) (the “Stockholder Approval”) of the rights of any such “disqualified individual” to receive the Waived 280G Benefits; provided that . As promptly as practicable prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall not be in breach provide drafts of this covenant solely as a result such waivers and disclosure materials to Parent for its review and comment. If any of the refusal of any disqualified individual Waived 280G Benefits fail to waive be approved by the applicable payments and submit them to the applicable stockholder voteStockholders as contemplated above, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies Waived 280G Benefits shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)made or provided. At least one day prior Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder Approval was solicited in accordance with the foregoing provisions of this Section 6.10 and that either (i) the approval requisite number of votes of the Stockholder Stockholders of the Company was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the approval of the Stockholder 280G Approval was not obtained and no obtained, and, as a consequence, any Waived 280G Benefits shall not be paid made or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To Prior to the extent applicableClosing, the Company shall (or shall cause its applicable Affiliates to) solicit (aand shall use reasonable best efforts to obtain) waivers from individuals each Person who are “disqualified individuals” (within the meaning of Section 280G) and who have has a right to any payments and/or benefits from the Company as a result of or in connection with the transactions contemplated herein that would reasonably be expected deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code), a waiver of such Person’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”), applicable to such Person so that all remaining payments and/or benefits from the Company applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G) (G of the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior Code). Prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversClosing, the approval of the Stockholder Company will hold a stockholder vote in a manner intended to comply accordance with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder (“Requisite Section 280G Approval”), seeking the approval of any Waived 280G Benefits; provided that . The Company shall provide Buyer with drafts of all documentation and calculations reasonably requested by Buyer reasonably promptly following ▇▇▇▇▇’s written request as such documentation and calculations are being prepared. At least three (3) days prior to obtaining such waivers and seeking Requisite Section 280G Approval, the Company shall not be in breach of this covenant solely as a result provide drafts of the refusal waivers and all stockholder approval materials to Buyer for its review and comment and incorporate any comments of any disqualified individual to waive the Buyer consistent with applicable payments and submit them Law. Prior to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing DateClosing, the Company shall deliver to Parent Buyer evidence that a vote of the Stockholder Company’s stockholders was solicited in accordance with the foregoing provisions of this Section 5.3 and that either (ia) the approval requisite number of the Stockholder stockholder votes was obtained (the “280G Approval”), or (iib) that the approval of the Stockholder 280G Approval was not obtained and no Waived 280G Benefits shall be paid or providedpaid. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement plan is entered into by Parent the Buyer, or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Buyer Arrangements”), Parent Buyer shall provide a copy of such Parent Arrangement contract, agreement or plan to the Company at least ten seven (107) calendar days Business Days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteCode.

Section 280G Matters. To the extent applicable, prior to the Company Closing Date, the AHP Entities shall use reasonable best efforts to seek a waiver (or shall cause its applicable Affiliates toa “Parachute Payment Waiver”) solicit (a) waivers of the right to receive payments that would reasonably be expected to constitute “parachute payments” under Section 280G of the Code from individuals who are each individual whom the AHP Entities reasonably determine is a “disqualified individualsindividual” (within the meaning of Section 280GG of the Code) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” hereby (within the meaning of Section 280G) (such waived payments and benefits, the “Waived 280G Benefits”). To the extent applicable, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date (and at least one (1) calendar day following after obtaining the receipt of Parachute Payment Waivers), the 280G Waivers, AHP Entities shall seek the approval of the Stockholder Waived Benefits (the “280G Approval”) by the equityholders of the applicable AHP Entities in a manner intended to comply accordance with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of any Waived Section 280G of the Code inapplicable to the Waived Benefits; provided . Notwithstanding the foregoing, in no event shall this Section 5.18 be construed to require any of the AHP Entities to compel any Person to waive any existing rights under any contract, agreement or arrangement that such Person may have with any of the Company AHP Entities or their Subsidiaries or Affiliates, and in no event shall not any of the AHP Entities be deemed to be in breach of this covenant solely as a result Section 5.18 if any such Person refuses to waive any such rights or if the 280G Approval is not obtained. The AHP Entities shall provide Leidos with drafts of the refusal Parachute Payment Waivers and all solicitation materials related to the 280G Approval for review and comment (such review and comment not to be unreasonably withheld, conditioned or delayed) prior to delivery of any the Parachute Payment Waivers to the disqualified individual individuals and prior to waive delivery of the solicitation materials to the equityholders of the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)AHP Entities. At least one day prior Prior to the Closing Date, the Company AHP Entities shall deliver to Parent Leidos reasonably satisfactory evidence that a vote of (a) the Stockholder 280G Approval was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five 5.18 and (5b) calendar days prior to seeking whether or not the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteApproval was obtained.

Section 280G Matters. To Prior to the Closing, to the extent applicablereasonably necessary as determined by the Company following advanced notice to, and good faith consideration of any comments by, Buyer, the Company shall (or shall cause its applicable Affiliates to) solicit (a) use commercially reasonable efforts to obtain waivers from individuals who are of any payments and/or benefits to such “disqualified individuals” 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 (“Section 280G Payments”) from, and duly executed by, such “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waivereach, a “280G WaiverWaiver Agreement”) and (b) prior thereafter, if any such Waiver Agreements are actually obtained, use commercially reasonable efforts to obtain approval (meeting the Closing Date and at least one (1) calendar day following the receipt requirements of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder) of such Section 280G Payments (the “Shareholder Approval”), such that no 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. The Company shall provide drafts of any Waived Waiver Agreement and Shareholder Approval materials to Buyer for its review and comment (which review and comment will not be unreasonably withheld, conditioned or delayed). If Buyer desires to have included in the Section 280G Benefits; provided Payments any new compensation arrangements entered into by or at the direction of Buyer that could be deemed parachute payments with respect to any disqualified individuals of the Company and its Subsidiaries (“New Arrangements”), Buyer 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 deliver to the applicable stockholder vote, so long as Company all relevant information with respect to such New Arrangements at least five Business Days prior to the Closing Date. If Buyer does not provide the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value with all relevant information with respect to such disqualified individual in order to receive such waiver). At New Arrangements at least one day five Business Days prior to the Closing Date, the Company shall deliver not be required to Parent evidence that a vote include such New Arrangements in the determination of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of Payments. In no event shall the Code) of any payments or benefits granted or contemplated therein, which may Company be paid or granted deemed to be in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide 8.07 if any disqualified individual refuses to Parent at least five (5) calendar days prior to seeking execute a Waiver Agreement or if the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteShareholder Approval is not obtained.

Section 280G Matters. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) use reasonable best efforts to solicit (a) waivers a waiver from individuals each Person who are “disqualified individuals” (within the meaning of Section 280G) and who have has a right to any payments and/or or benefits as a result of or in connection with the transactions contemplated herein Transactions that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280GG of the Code) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder Stockholders in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided provided, that in no event shall this Section 8.3 be construed to require the Company shall not be in breach of this covenant solely as a result or any of the refusal of Company Subsidiaries to compel any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided any existing rights under any Contract that the Companies shall not be required to provide any additional value to such disqualified individual in order has with the Company or any of the Company Subsidiaries or any other Person. Prior to receive such waiver). At least one day prior to soliciting the Closing Dateaforementioned waivers, the Company shall deliver provide drafts of the required waivers and consents to Parent and consider in good faith incorporating into such materials any reasonable comments that are timely provided by Parent. Prior to the Closing, the Company shall provide Parent and its counsel with evidence reasonably satisfactory to Parent that a vote of the Stockholder requisite stockholders was solicited in accordance with the foregoing provisions and that either (i) the requisite stockholder vote was obtained with respect to approval of the Stockholder was obtained Waived 280G Benefits, or (ii) the such approval of the Stockholder vote was not obtained and obtained, and, as a result, no Waived 280G Benefits shall will be paid made or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, agreement or arrangement plan is or to be entered into by Parent Parent, the Surviving Corporation or any of its their Affiliates and a “disqualified individual individual” (within the meaning of Section 280G of the Code) in connection with the transactions contemplated by this Agreement Transactions on or before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement contract, agreement or plan to the Company and the Seller Representative at least ten (10) calendar days Business Days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement Transactions that could constitute a “parachute payment” under (within the meaning of Section 280GG of the Code); provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein due to Parent’s non-compliance with this Section 8.3 will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s 8.3. In no event shall the Company be deemed in breach of this Section 6.9. The Company shall provide 8.3 if any disqualified individual refuses to Parent at least five (5) calendar days prior to seeking execute a waiver or the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the votestockholder approval is not obtained.

Section 280G Matters. (a) To the extent applicable, the Company shall that (x) any current or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right former Service Provider would be entitled to any payments and/or benefits payment or benefit as a result of the Sale (either alone or in connection with upon the transactions contemplated herein that occurrence of any additional or subsequent events) and (y) such payment or benefit would or could reasonably be expected to constitute a “excess parachute paymentspayment” (within the meaning of under Section 280GG of the Code or result in the imposition of any excise Tax imposed under Section 4999 of the Code, the Company shall, (i) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following Business Day prior to seeking the receipt stockholder approval and providing the disclosure described below in clauses (ii) and (iii), use reasonable best efforts to obtain a binding written waiver by such Service Provider (each, an “Excess Parachute Waiver”) of any portion of such parachute payment as exceeds three times such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code less one dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote intended to satisfy the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations § 1.280G-1 thereunder (the “280G Waivers, the Stockholder Approval Requirements”); (ii) seek stockholder approval of the Stockholder in a manner intended to comply satisfy the 280G Stockholder Approval Requirements in respect of the Excess Parachute Payments payable to all such Service Providers; and (iii) provide disclosure intended to satisfy the 280G Stockholder Approval Requirements to all Persons entitled to vote under Section 280G(b)(5)(B)(ii) of the Code. (b) In connection with Sections 280G(b)(5)(A)(ii) the foregoing, Purchaser shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Purchaser together with all other payment and 280G(b)(5)(Bbenefits, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least ten (10) days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). (c) Seller shall cause the Company to provide the Excess Parachute Waivers, disclosure to holders of any Waived 280G Benefits; provided that Company Shares and the form of consent of stockholders to Purchaser for its prior review and comment, and the Company shall not be consider in breach of this covenant solely as a result of the refusal of good faith any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver comments made by Purchaser. (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior d) Prior to the Closing Date, the Company shall deliver to Parent Purchaser written evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval satisfaction of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts Stockholder Approval Requirements or written notice of the consentnon-satisfaction thereof, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteas applicable.

Section 280G Matters. The Company is a “small business corporation” as defined in Section 1361(b) of the Internal Revenue Code. To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or any “disqualified individual” (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement as such term is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (defined for the purposes of Section 280G of the Internal Revenue Code) of the Company would be entitled to any payments payment or benefits granted or contemplated therein, which may be paid or granted in connection with benefit as a result of the transactions contemplated by this Agreement that and (ii) such payment or benefit would or could potentially constitute a “parachute payment” under Section 280G; provided that, in any event, G of the Company’s failure Internal Revenue Code or could reasonably be expected to include the Parent Arrangements result in the stockholder voting materials described herein will not result in a breach imposition of any excise Tax imposed under Section 4999 of the covenants set forth Internal Revenue Code, prior to the Closing: (a) The Company shall obtain stockholder approval in this accordance with the requirements of Section 6.9 if 280G(b)(5)(B) of the Internal Revenue Code and Regulations § 1.280G-1 thereunder (the “280G Shareholder Approval Requirements”) in respect of the portion of such failure is due parachute payment that exceeds three times less one dollar such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Internal Revenue Code with respect to Parent’s breach of this Section 6.9. all such “disqualified individuals”; (b) The Company shall provide all required disclosure to Parent at least five (5all Persons entitled to vote under Section 280G(b)(5)(B)(ii) calendar days of the Internal Revenue Code prior to seeking such vote and shall hold a vote of stockholders in the manner intended to satisfy the 280G Waivers, drafts Shareholder Approval Requirements; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the consent, waiver, disclosure statement Securities and calculations for Parent’s review and comment. Exchange Commission. (c) The Company shall incorporate obtain any required waivers or consents from the disqualified individual(s) prior to the vote, which vote shall establish whether the disqualified individual is entitled to receive or retain the waived payments or other waived compensation; and (d) The Buyer and its counsel shall be given the right to review and comment on all documents required to be delivered to the Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Company shall reflect all reasonable comments made of the Buyer thereon. The Buyer and its counsel shall be provided copies of all documents executed by Parent prior to seeking the 280G Waivers Company Stockholders and soliciting disqualified individuals in connection with the vote.

Section 280G Matters. To (i) Prior to the extent applicableClosing Date, if required to avoid the imposition of Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with any of the transactions contemplated by this Agreement, as promptly as practicable after the execution and delivery of this Agreement, but no later than two (2) Business Days prior to the Closing Date, the Company Group Companies shall submit to the applicable direct or indirect stockholders (or shall cause its applicable Affiliates tocollectively, the “Stockholders”) solicit (ain a manner reasonably satisfactory to Purchaser) waivers from individuals who are “disqualified individuals” (within for execution and approval by such number of stockholders as is required by the meaning terms of Section 280G(b)(5)(B) of the Code a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) and who have a right inapplicable to any payments and/or or benefits to be provided as a result of or in connection with the transactions contemplated herein by this Agreement that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would reasonably not be expected to constitute “excess parachute payments” (within the meaning deductible by reason of Section 280GG or that would be subject to an excise Tax under Section 4999 of the Code (determined without regard to the exceptions contained in Section 280G(b)(4)) of the Code or any corresponding or similar provision of any state, local or foreign Law (together, the “Waived Section 280G BenefitsPayments”, and each ). Any such waiver, a “280G Waiver”) and (b) prior to stockholder approval shall be sought by the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder Group Companies in a manner that intended to comply with Sections 280G(b)(5)(A)(ii) and satisfy all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of any Waived 280G Benefits; provided that Section 1.280G-1 of such Treasury Regulations. Prior to the Closing Date, the Company shall deliver to the Purchaser (A) copies of all consents that have been executed by the Stockholders in connection with the foregoing Stockholder vote procedures and (B) a written statement specifying whether the requisite vote has or has not been achieved. (ii) Subject to the last sentence of Section 6.8(d)(iii), the Group Companies agree that: (A) in the absence of such Stockholder approval, no Section 280G Payments shall be made to any Persons who executed and delivered to the Group Companies a Parachute Payment Wavier; and (B) promptly after execution of this Agreement, and prior to the submission to the Stockholders of the written consent described herein and any related disclosure of the Section 280G Payments, the Group Companies shall deliver to Purchaser all executed waivers the Group Companies receive, in form and substance reasonably satisfactory to Purchaser, from each Person who is reasonably expected to receive any Section 280G Payment (the “Parachute Payment Waivers”). (iii) The form and substance of all stockholder approval documents contemplated by this Section 6.8(d), including the waivers, disclosure statement and written consent, and any mathematical analysis of the Section 280G Payments, shall be subject to the prior review and approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). The Group Companies shall provide such documentation and information to Purchaser for its review and approval no later than five (5) Business Days prior to soliciting waivers from the “disqualified individuals,” and the Group Companies shall incorporate all reasonable comments from Purchaser thereon. Notwithstanding the foregoing, the Group Companies shall not be in breach violation of the provisions of this covenant Section 6.8(d) solely as a result of the refusal of any disqualified individual to waive execute the applicable payments and submit them to the applicable stockholder voteParachute Payment Waiver, so long as the Company Group Companies used commercially reasonable efforts to solicit such waiver Parachute Payment Waiver (provided that the Group Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiverParachute Payment Waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To the extent applicablenecessary, prior to the Closing, the Company Group shall (or shall cause use its applicable Affiliates to) solicit (a) waivers reasonable best efforts to obtain, from individuals each individual who are “disqualified individuals” (within the meaning of Section 280G) and who have has a right (whether or not contingent) to any payments and/or benefits as a result of or in connection with the transactions contemplated herein Transactions that, individually or in the aggregate, could be deemed to constitute “parachute payments” within the meaning of Section 280G of the Code (“Section 280G Payments”), a written agreement waiving such individual’s right to receive such portion of such payments and/or benefits to the extent necessary so that none of the remaining payments and/or benefits applicable to such individual would reasonably be expected to constitute “excess parachute payments” (within as defined in Section 280G(b)(2) of the meaning of Section 280GCode) (such waived portion, the “Waived 280G Benefits”), and each such waiver, a “accepting in substitution for the Waived 280G WaiverBenefits the right to receive the Waived 280G Benefits only if approved by the requisite stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, Parent shall provide the Company Group with all information reasonably necessary and available to Parent to allow the Company Group to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Parent or its Affiliates (“Parent Payments”), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) and of the Code at least ten (b10) Business Days prior to the Closing Date and at least one (1Date; there shall be no breach of this Section 6.11 or Section 3.16(f) calendar day resulting from the Company Group’s failure to include any Parent Payments in the Section 280G materials due to Parent’s failure to provide such information in respect of the Parent Payments. Promptly following the receipt execution of such waivers, and in all events prior to the 280G WaiversClosing, the Company Group shall solicit the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code requisite stockholders of any Waived 280G BenefitsBenefits to the extent and in the manner required under Section 280G(b)(5)(B) of the Code; provided provided, that in no event shall the Company shall not Group be deemed in breach of this covenant solely as Section 6.11 or Section 3.16(f) if any such individual refuses to waive any such rights, despite the Company’s reasonable best efforts, or if the stockholders fail to approve any Waived 280G Benefits. Within a result reasonable time prior to soliciting such waivers and approvals, respectively, the Company Group shall provide drafts of such waivers and such stockholder approval materials (together with the calculations and supporting documentation) to Parent for Parent’s review and comment, which the Company Group shall consider and incorporate in good faith. To the extent that any of the refusal of any disqualified individual to waive Waived 280G Benefits are not approved by the applicable payments and submit them to the applicable stockholder voterequisite stockholders as contemplated above, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies Waived 280G Benefits shall not be required to provide any additional value to such disqualified individual in order to receive such waiver)made or provided. At least one day prior Prior to the Closing DateClosing, the Company Group shall deliver to Parent evidence that a vote of the Stockholder requisite stockholders was solicited in accordance with the foregoing provisions of this Section 6.11 and that either (i) the approval requisite number of the Stockholder votes was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) the approval of the Stockholder 280G Approval was not obtained and no obtained, and, as a consequence, the Waived 280G Benefits shall not be paid made or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

Section 280G Matters. To the extent applicable, prior to the Company Closing Date, the Acquired Companies shall (or shall cause its applicable Affiliates to) solicit (a) waivers use commercially reasonable efforts to secure a waiver from individuals each Person who has a right to any payments and/or benefits that are “disqualified individualscontingent” (within the meaning of Section 280GG of the Code) and who have a right to any payments and/or benefits as a result of or in connection with on the transactions contemplated herein by this Agreement that do or would reasonably be expected to constitute a “excess parachute paymentspayment” (within the meaning of Section 280G) G of the Code), subject to the approval described in clause (b), of such Person’s rights to all such parachute payments and/or benefits (the “Waived 280G Benefits”, and each ) so that all remaining payments and/or benefits applicable to such waiver, a Person will not be “excess parachute payments” that would not be deductible under Section 280G Waiver”) of the Code and (b) promptly thereafter, but in any event no later than one (1) day prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversDate, solicit the approval of the Stockholder stockholders of any Acquired Company in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach of this covenant solely as a result of the refusal . Not less than five (5) days prior to distribution of any materials to stockholders or “disqualified individual to waive individuals” (within the applicable payments meaning of Code Section 280G) in connection with the waiver and submit them to vote described in this Section 5.8, the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Acquired Companies shall not be required to provide any additional value Buyer for its review and comment a copy of all such materials and a copy of its Section 280G calculations, and shall consider all of Buyer’s substantive comments to such disqualified individual documents in order to receive such waiver)good faith. At least one day prior Prior to the Closing Date, the Company U.S. Seller shall deliver to Parent Buyer evidence that a stockholder vote of the Stockholder was solicited in accordance with the foregoing provisions of this Section 5.8 and that either (i) the requisite number of stockholder votes was obtained with respect to the approval of the Stockholder was obtained payment of the Waived 280G Benefits (the “280G Approval”), or (ii) that the approval of the Stockholder 280G Approval was not obtained and no obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid made or providedprovided to the disqualified individuals. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, agreement or arrangement plan is entered into by Parent or at the direction of any of its Affiliates Buyer Related Party and a “disqualified individual individual” (within the meaning of Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date (the “Parent Arrangements”)Date, Parent Buyer shall provide a copy of such Parent Arrangement contract, agreement or plan (or, if unwritten, a description of the material terms thereof) to the Company Acquired Companies at least ten fifteen (1015) calendar days before the Closing Date and shall cooperate with the Company Sellers in good faith in order to provide the Acquired Companies with the information reasonably necessary for the Acquired Companies 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 or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under (within the meaning of Section 280GG of the Code) (the “Buyer Arrangements”); provided that, in that any event, Seller’s or the Company’s Acquired Companies’ failure to include the Parent Buyer Arrangements in the stockholder voting materials described herein due to Buyer’s breach of this Section 5.8 will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s 5.8. In no event shall any Seller or any Acquired Company be deemed in breach of this Section 6.9. The Company shall provide 5.8 if any disqualified individual refuses to Parent at least five (5) calendar days prior to seeking execute a waiver or the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteApproval is not obtained.

Section 280G Matters. To the extent applicableThe Company shall, the Company shall (or shall cause its applicable Affiliates Affiliate to) , prior to the Closing Date, solicit (a) waivers and obtain a written waiver from individuals who are each “disqualified individualsindividual” (within the meaning of Section 280G280G(c) and who have a of the Code) of his or her right to any and all payments and/or or other benefits as a result of or in connection with the transactions contemplated herein that would reasonably could be expected to constitute deemed “excess parachute payments” under Section 280G(b) of the Code (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”determined without regard to Sections 280G(b)(5)(B) and (b280G(b)(5) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G WaiversCode) if such payments are not approved by the Company’s, the approval of the Stockholder or its applicable Affiliate’s, stockholders in a manner intended to comply with Sections 280G(b)(5)(A)(iisatisfy the requirements of Section 280G(b)(5)(B) and 280G(b)(5)(Bany regulations (including proposed regulations) of the Code of thereunder. As soon as reasonably practicable thereafter but in any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver event no later than five (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day 5) Business Days prior to the Closing Date, the Company Company, or its applicable Affiliate, shall deliver solicit stockholder approval of any and all such waived payments or benefits in a manner intended to Parent evidence that a vote satisfy the requirements for the exemption under Section 280G(b)(5)(A)(ii) of the Stockholder was solicited Code and any regulations (including proposed regulations) issued thereunder, including the provision of adequate disclosure to all applicable stockholders of all material facts concerning all payments that, in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy absence of such Parent Arrangement stockholder approval, could be classified as “parachute payments” to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of a “disqualified individual” under Section 280G of the Code. The Company, or its applicable Affiliate, shall provide such adequate disclosure to the applicable stockholders in a manner intended to satisfy Section 280G(b)(5)(B) of the Code and any regulations issued thereunder. Not less than three (3) Business Days prior to obtaining such waivers and soliciting approval from the Company’s, or its applicable Affiliate’s, stockholders, the Company, or its applicable Affiliate, shall provide Parent with drafts of all materials relating to such vote (including any waivers, consents or disclosure statements) along with its analysis under Section 280G of the Code for Parent’s reasonable review and comment (which review and comment shall not be unreasonably withheld or delayed by Parent), and the Company, or its applicable Affiliate, (and its advisors) shall consider (in good faith) for incorporation of such comments. In addition, prior to the Company’s delivery of such materials to Parent for Parent’s review, Parent shall provide in writing to the Company the relevant details of all payments, benefits and arrangements, if any, to be entered into with or otherwise provided to any “disqualified individual” under Section 280G of the Code by Parent or any Affiliate or Subsidiary of Parent, in each case prior to or on the Closing Date and that could reasonably be expected to be taken into account in determining whether any payments or and benefits granted or contemplated therein, which may be paid or granted constitute “parachute payment” pursuant to Section 280G of the Code with respect to any such Person in connection with the transactions contemplated by under this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteAgreement.

Section 280G Matters. To the extent applicablethat (a) any “disqualified individual” (as defined in Section 280G(c) of the Code) would be entitled to any payment or benefit in connection with the transactions contemplated by this Agreement and (b) such payment or benefit would constitute a “parachute payment” under Section 280G of the Code, the Company shall (or shall cause its applicable Affiliates to) solicit shall, prior to the Closing: (a) waivers from individuals who are use its commercially reasonable efforts to obtain a binding written waiver (a “Section 280G Waiver”) by such disqualified individualsindividual of any such portion of such parachute payment as exceeds 2.99 times such disqualified individual’s “base amount” (within the meaning of Section 280G280G(b)(3) and who have of the Code) to the extent such excess is not subsequently approved pursuant to a right to any payments and/or benefits as a result of or Equityholders vote in connection accordance with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning requirements of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived (such excess portion, the “Section 280G BenefitsAmount”); (b) provide to the Equityholders such disclosure as is required under Section 280G(b)(5)(B)(ii) of the Code; and (c) hold a vote of the Equityholders in a manner that is intended to satisfy the requirements of Section 280G(b)(5)(B) of the Code. No later than five (5) Business Days prior to the Closing, and prior to soliciting executed Section 280G Waivers and Equityholders approval as provided that above, the Company shall not be in breach of this covenant solely as a result provide drafts of the refusal of any disqualified individual Equityholders approval materials (including Section 280G Waivers, disclosure and consent documentation) to waive the applicable payments Parent and submit them to the applicable stockholder vote, so long as Parent’s advisors for their reasonable review and comment (which such comments shall be considered in good faith by the Company used commercially reasonable efforts to solicit and its advisors for incorporation into such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiverdocumentation). At least one day prior Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder Equityholders of the Company was solicited in accordance as provided above with the foregoing provisions respect to each disqualified individual who executes a Section 280G Waiver and that either (ix) the requisite Equityholder approval of the Stockholder was obtained with respect to each disqualified individual who executes a Section 280G Waiver, or (iiy) the requisite Equityholder approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding and, as a consequence, the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may Amounts shall not be paid or granted in connection with the transactions contemplated by this Agreement that could constitute to any disqualified individual who executes a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteWaiver.

Section 280G Matters. To Prior to the extent applicableClosing Date, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers use its Reasonable Efforts to obtain from individuals each Person who are is, with respect to the Company, a “disqualified individualsindividual” (within the meaning of Section 280GG of the Code) as determined under Section 280G of the Code (each, a “Disqualified Individual”), and who have a right to otherwise would receive any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute paymentspayment” (within the meaning of Section 280GG of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (such waived payments, the “Waived Parachute Payments”) solely to the extent required to avoid imposition of any excise Taxes by operation of Section 280G and Section 4999 of the Code and, in substitution therefor, the right to receive such payments only if approved by equityholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code, (b) promptly deliver to Parent copies of all executed waivers so obtained, and (c) submit to the Company’s equityholders for approval by such number of equityholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code (the “Waived 280G BenefitsApproval”), the Waived Parachute Payments such that, following the 280G Approval, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. The Company shall provide Parent with (i) copies of all documents prepared pursuant to this Section 4.14, (ii) a reasonable opportunity to review and comment on such documents before such documents are finalized, which comments the Company shall consider in good faith incorporating into such documents, and each such waiver, a “280G Waiver”(iii) the results of the vote of equityholders described in this Section 4.14. All costs and (b) expenses of obtaining the waivers and soliciting the vote under this Section 4.14 shall be paid by the Company prior to the Closing Date and at least one (1) calendar day following the receipt of or included as a Transaction Expense. Prior to soliciting the 280G WaiversApproval, the approval of the Stockholder Parent shall provide in a manner intended writing to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach the relevant details of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable payments all payments, benefits and submit them to the applicable stockholder votearrangements, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoingif any, to the extent that any contract, agreement, plan, or arrangement is be entered into with or otherwise provided to any Disqualified Individual by Parent or any affiliate or subsidiary of its Affiliates Parent, in each case, that could reasonably be expected to be taken into account in determining whether any payments and a disqualified individual benefits constitute “parachute payment” pursuant to Section 280G of the Code with respect to any such Person in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteAgreement.

Section 280G Matters. To Prior to the extent applicableClosing, the Company shall use reasonable best efforts to obtain (or shall cause its applicable Affiliates toi) solicit (a) waivers a waiver from individuals who are each “disqualified individualsindividual” (within the meaning of Section 280GG of the Code) and who have has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G of the Code (hereafter, “Section 280G”)) and as to which such individual waives his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such individual; provided, and each however, that such waiver, a “280G Waiver”waiver shall not include any payments or benefits that may be made by Parent unless at least seven (7) and (b) Business Days prior to the Closing Date Date, Parent provides a detailed list and at least one copy of any contract, agreement, or plan that Parent has agreed to provide or enter into, whether before or after the Closing, with respect to any such “disqualified individual” in connection with the transactions contemplated hereby (1the “Parent Agreements”), along with a written description, satisfying the adequate disclosure requirements of Section 280G(b)(5)(B)(ii) calendar day of the Code, of any such Parent Agreement and the amount of the related “parachute payments”, and (ii) promptly following the receipt execution of such waiver (if any such waivers are executed), and in all events prior to the 280G WaiversClosing, the approval of the Stockholder requisite Stockholders who are entitled to vote in a manner intended to comply that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any such Waived 280G Benefits; provided that . No later than two (2) Business Days prior to soliciting such waivers, the Company shall not be in breach of this covenant solely as a result provide to Parent the parachute payment calculations prepared by the Company and/or its advisors and the drafts of the refusal of any disqualified individual to waive the applicable payments waivers and submit them stockholder approval materials for Parent’s review and approval. Prior to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing DateClosing, the Company shall deliver to Parent evidence that a vote of the Stockholder requisite Stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.10 and that either (i) the approval requisite number of the Stockholder votes was obtained or with respect to the Waived 280G Benefits (iithe “280G Approval”) and, as a consequence, the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, planmade, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10ii) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G WaiversApproval was not obtained, drafts of and, as a consequence, the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the Waived 280G Waivers and soliciting the voteBenefits shall not be made or provided.

Section 280G Matters. To Prior to the extent applicableClosing, the Company shall submit to the Company Stockholders, for approval by a vote of Company Stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are other benefits that, separately or in the aggregate, would otherwise be “disqualified individualsparachute payments” (within the meaning of Section 280G) G of the Code and who have a right the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of under Section 280G) (G of the “Waived Code and the Treasury Regulations thereunder. Prior to such 280G Benefits”Stockholder Vote, the Company shall obtain, from each Person whom the Company reasonably believes to be with respect to the Company or any of its Affiliates a “disqualified individual” (as defined in Section 280G of the Code and each such waiverthe Treasury Regulations thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a “written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such Person agrees to waive any and all right or entitlement to such 280G Waiver”) and (b) prior Payment, to the Closing Date and at least one (1) calendar day following extent such payment would cause any payment not to be deductible pursuant to Section 280G of the receipt of Code. Such waivers shall cease to have any force or effect with respect to any item covered thereby to the extent the 280G WaiversStockholder Vote for such item is obtained. The Company shall provide to Acquiror any materials to be distributed to Company Stockholders pursuant to this Section within a reasonable period of time prior to distribution to Company Stockholders, and such materials shall be subject to the prior review and approval of the Stockholder in a manner intended Acquiror (such approval not to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 voteunreasonably withheld, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiverconditioned or delayed). At least one day prior Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and Acquiror written certification that either (ia) the 280G Stockholder Vote was solicited and the Company Stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Company Stockholder approval of the Stockholder was obtained or (ii) the approval of the Stockholder any 280G Payments was not obtained and no Waived as a consequence, such 280G Benefits Payments shall not be paid made or provided. Notwithstanding the foregoing, provided to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteaffected individual.

Section 280G Matters. To the extent applicable, the The Company shall (use reasonable best efforts to seek, prior to the initiation of the stockholder approval described in this Section ‎5.15, from each Person to whom any payment or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right benefit is required or proposed to any payments and/or benefits as a result of or in connection with the transactions contemplated herein be made that would reasonably be expected to could constitute “excess parachute payments” under Section 280G(b)(2) of the Code and the Treasury Regulations promulgated thereunder (within the meaning of “Section 280G) G Payments”), a written agreement waiving such Person’s right to receive some or all of such payment or benefit (the “Waived 280G Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Person shall not be deemed a parachute payment, and each such waiveraccepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations issued thereunder. Following the waiver procedure, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the 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 the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote solicit the approval by such number of stockholders of the Stockholder was solicited Company in accordance a manner that complies with the foregoing provisions and that either (iterms of Section 280G(b)(5)(B) the approval of the Stockholder was obtained or (ii) Code and the approval Treasury Regulations thereunder, of the Stockholder was not obtained right of each Person to receive or retain, as applicable, such Person’s Waived Benefits, provided that in no event shall this Section ‎5.15 be construed to require the Company to compel any Person to waive any existing rights under any Contract or agreement that such Person has with the Company or any other Person, and in no event shall the Company be deemed in breach of this Section ‎5.15 if any such Person refuses to waive any such rights or if the equityholders fail to approve any Waived Benefits. To the extent Buyer enters into (or enters into a legally binding promise to provide) any arrangements with any Person that could constitute a Section 280G Benefits shall be paid or provided. Notwithstanding the foregoing, Payment prior to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Buyer Arrangements”), Parent shall Buyer will provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least no less than five (5) calendar days prior to seeking the 280G WaiversClosing Date a copy or written description of any Buyer Arrangements and the estimated value of such Buyer Arrangements, drafts of and such Buyer Arrangements shall be included in the consent, waiver, disclosure statement Waived Benefits and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior related approval materials so long as such Buyer Arrangements are timely provided pursuant to seeking the 280G Waivers and soliciting the votethis Section ‎5.15.

Section 280G Matters. To the extent applicable, the The Company shall (or shall use commercially reasonable efforts to cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right KSH Solutions to take any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected actions necessary to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, submit for the approval of the Stockholder stockholders of KSH Solutions in a manner intended to comply with that satisfies Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the final Treasury Regulations issued thereunder (the “Stockholder Vote”), the right of each “disqualified individual” (as defined in Section 280G(c) of the Code) (each, a “Disqualified Individual”) to receive or retain, as applicable, that portion of any Waived 280G Benefits; provided payments and benefits that, together with any other payments and benefits such Disqualified Individual may become entitled to receive that the Company shall not may be in breach of this covenant solely as a result considered “parachute payments” under Section 280G(b)(2) of the refusal Code (“Parachute Payments”), exceeds 299% of any disqualified individual to waive such Disqualified Individual’s “base amount” (as defined in Section 280G(b)(3) of the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiverCode). At least one day In connection with the preceding sentence, (1) prior to the Closing Date, the Company shall deliver use commercially reasonable efforts to Parent evidence that a vote obtain any required individual waivers or consents from each Disqualified Individual pursuant to which such Disqualified Individual waives the right to any Parachute Payment, (2) following execution of the Stockholder was solicited waivers and consents described in accordance with the foregoing provisions and that either clause (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits 1), KSH Solutions shall be paid or provided. Notwithstanding the foregoingdeliver, among other items, to its stockholders a disclosure statement intended to satisfy the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any stockholder approval requirements of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement Section 280G(b)(5)(B) prior to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with (3) prior to the Stockholder Vote, the Company in good faith in order shall have delivered to calculate or determine the value (for the purposes Purchaser true and complete copies of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement all disclosure and documents that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in comprise the stockholder voting materials described herein will not result approval of each Parachute Payment in a breach of the covenants set forth in this Section 6.9 if such failure is due sufficient time to Parent’s breach of this Section 6.9. The Company shall provide allow Purchaser to Parent at least comment thereon but no less than five (5) calendar days Business Days prior to seeking the 280G WaiversClosing Date, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reflect all reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the voteof Purchaser thereon.