Common use of Section 280G Matters Clause in Contracts

Section 280G Matters. At least fourteen (14) days prior to the Closing Date, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each “disqualified individual,” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G 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 in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiver.

Section 280G Matters. At least fourteen (14) days prior to To the Closing Dateextent applicable, the Company shall use (or shall cause its reasonable best efforts to applicable Affiliates to) solicit (ia) obtain an executed written agreement (a “Section 280G Waiver”) waivers from each individuals who are “disqualified individual,individuals” (within the meaning of Section 280G of the Code G) and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the who have a right to receive any payments and/or benefits that may separately as a result of or in connection with the aggregate transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G G) (the “Section Waived 280G PaymentBenefits”, and each such waiver, a “280G Waiver”) and (b) prior to accept in substitution therefor the right to receive such payments only if approved by Closing Date and at least one (1) calendar day following the Company Stockholders receipt of the 280G Waivers, the approval of the Stockholder in a manner that complies intended to comply with Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning Code of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section any Waived 280G 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 Benefits; provided in this Section, that the Company shall provide drafts 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 Stockholder approval materials and Section 280G Waivers used commercially reasonable efforts to Purchaser and Purchaser’s advisors for their review and approval, which approval solicit such waiver (provided that the Companies shall not be unreasonably withheldrequired to provide any additional value to such disqualified individual in order to receive such waiver). Prior At least one day prior to the Closing Date, the Company shall deliver to Purchaser Parent evidence that a vote of the Company Stockholders Stockholder was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver the foregoing provisions and that either (i) the requisite Company approval of the Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company approval of the Stockholder approval was not obtained andand no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, as to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a consequencedisqualified 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 Payments shall not of the Code) of any payments or benefits granted or contemplated therein, which may be made to any Person who executes 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 WaiverWaivers, 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. At least fourteen (14) days prior Prior to the Closing Date, the Company shall Group will seek and use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) obtain, from each individual who may be a “disqualified individual,” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) and who could receive or retain payments or benefits in connection with the Transactions contemplated by this Agreement that, separately or in the aggregate, could result in such individual’s receipt of “parachute payments” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the a waiver of such individual’s right to receive any or retain that portion of the payments and/or or benefits that may separately or would result in the aggregate constitute such individual’s receipt of “parachute payments” within (the meaning of Section 280G (“Section 280G PaymentWaived Payments”) and to accept in substitution therefor if the right to receive such payments only if approved by the Company Stockholders in a manner that complies with requisite stockholder approval under Section 280G(b)(5)(B) of the Code, (ii) provide the Code is not obtained. The Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) Group then will solicit stockholder approval of the Code, of all material facts concerning Waived Payments. No later than ten (10) Business Days before the Section 280G 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 in this SectionClosing Date, the Company shall provide to Acquiror or its counsel drafts of the Company Stockholder consent, waiver, disclosure statement and calculations necessary to effectuate the approval materials process and Section 280G Waivers to Purchaser and Purchasershall incorporate all of Acquiror’s advisors for their review and approval, which approval shall not be unreasonably withheldreasonable comments. Prior to the Closing Date, the Company shall deliver to Purchaser Acquiror notification and evidence reasonably satisfactory to Acquiror that (a) a vote of the Company Stockholders was solicited in accordance conformance with this Section with respect to each Person who executes a Section 280G Waiver 280G(b)(5) of the Code and that either (i) the regulations promulgated thereunder and the requisite Company Stockholder stockholder approval was obtained with respect to each Person who executes a Section 280G Waiverthe Waived Payments that were subject to the stockholder vote, or (iib) the requisite Company Stockholder such stockholder approval was not obtained obtained, and, as a consequence, the Section 280G Waived Payments shall not be made or provided or retained to the extent they would cause any Person who executes a amounts to constitute “excess parachute payments” pursuant to Section 280G Waiverof the Code.

Section 280G Matters. At least fourteen (14) days prior The Company will deliver to the Closing Date, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each Purchaser reasonably detailed information setting forth all persons who may be “disqualified individual,individuals” within the meaning of (as defined in Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B280G(c) of the Code) and who may be receiving payments or benefits in connection with the transactions contemplated by this Agreement (under this Agreement or any other Contract, (ii) provide the Company Stockholders with adequate disclosureplan or arrangement or otherwise, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Paymentsincluding severance payments, and (iii) obtain approval acceleration of such Section 280G Paymentsvesting or benefits under options or restricted stock), in a manner which satisfies and any family or other relationships among the requirements of Section 280G of the Code. Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this Section, the Company shall provide drafts stockholders of the Company Stockholder approval materials and that would result in attribution of ownership under Section 280G Waivers to Purchaser and Purchaser’s advisors 318 of the Code for their review and approval, which approval shall not be unreasonably withheldthe purposes set forth above. Prior to the Closing Date, the Company shall deliver submit to Purchaser evidence a stockholder vote the right of any “disqualified individual” to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. In addition, before the vote is submitted to stockholders, the Company shall provide disclosure to the stockholders of the Company Stockholders was solicited in accordance with this Section with respect that hold voting shares of the capital stock of the Company of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to each Person who executes a “disqualified individual” under Section 280G Waiver of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and that either regulations promulgated thereunder (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section “280G Waiver, or (ii) Approval”). Prior to the requisite delivery to the stockholders of the Company Stockholder approval was not obtained and, as a consequenceof the documents to be delivered to such stockholders in connection with the 280G Approval, the Section 280G Payments shall not be made Company will have provided the Purchaser and its counsel a reasonable opportunity, but in any event no fewer than five Business Days, to any Person who executes a Section 280G Waiverreview and comment on final drafts of all such documents.

Section 280G Matters. At least fourteen To the extent that (14a) days prior to the Closing Date, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each any “disqualified individual,individuals” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive as such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of such Section 280G Payments, in a manner which satisfies the requirements term is defined for purposes of Section 280G of the Code. Prior ) (each, a “Disqualified Individual”) of the Company or any of its Subsidiaries would be entitled to soliciting executed 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 Waivers 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 280G(b)(3) 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 stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations section 1.280G-1 thereunder (the “280G Stockholder Approval Requirements”) and (ii) seek stockholder approval as provided in this Sectiona manner intended to satisfy the 280G Stockholder Approval Requirements in respect of the 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 Company Stockholder waivers and all stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors Buyer for their its review and approvalcomment and shall consider any such comments in good faith; provided that, which approval no later than ten (10) Business Days prior to the Closing Date, Buyer shall provide to the Company copies of any 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 unreasonably withhelddeemed to have breached this Section 6.11 with respect to any arrangement that has not been timely communicated by Buyer to the Company. Prior to the Closing Date, the Company shall deliver to Purchaser Buyer evidence that a any vote of the Company Stockholders applicable Company’s stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver the foregoing provisions and that either (ix) the requisite Company Stockholder approval number of stockholder votes was obtained with respect to each Person who executes a Section 280G Waiverobtained, or (iiy) the requisite Company Stockholder approval number of stockholder votes was not obtained and, as a consequence, the Section 280G Payments and no waived parachute payments shall not be made to any Person who executes a Section 280G Waivermade.

Section 280G Matters. At least fourteen Not less than five (145) days Business Days prior to the Closing Date, the Company shall use its reasonable best efforts submit to (ia stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) obtain an executed written agreement (a “Section 280G Waiver”) from each of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual,” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote, if obtained, shall establish each disqualified individual’s right to the payment or other compensation, and the Company shall exercise commercially reasonable efforts to obtain any required waivers or consents from the disqualified individual prior to the vote. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Common Stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of satisfies Section 280G(b)(5)(B)(ii) of the CodeCode and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the vote, of Acquiror and its counsel shall be given the right to review and comment on all material facts concerning documents required to be delivered to the Section 280G PaymentsStockholders in connection with such vote and any required disqualified individual waivers or consents, 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 in this Section, the Company shall provide drafts consider in good faith all comments of Acquiror thereon. Acquiror and its counsel shall be provided copies of all documents executed by the Company Stockholder approval materials stockholders and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to disqualified individuals in connection with the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waivervote.

Section 280G Matters. At least fourteen Prior to the Closing Date, but in no event later than (14i) days five (5) Business Days prior to the Closing Date, the Company shall Seller will use its commercially reasonable best efforts to (i) obtain an executed a written agreement (a “Section 280G Waiver”) waiver from each individual who is a “disqualified individual,” within (as defined in Section 280G(c) of the meaning Code) of the portion of any and all payments and benefits that could reasonably be deemed a “parachute payment” (as defined in Section 280G(b)(2) of the Code) and would result in the imposition of an excise tax on such individual pursuant to Section 4999 of the Code (the “Waived Payments”) unless such Waived Payments are approved by the shareholders of the Seller (or the applicable direct or indirect parent or subsidiary entity of Seller) in accordance with the provisions of Section 280G of the Code and the regulations thereunder, and (ii) three (3) Business Days prior to the Closing Date, the Seller will submit to its shareholders (or the shareholders of its applicable rulings and final regulations promulgated thereunder direct or indirect parent entity of Seller) for a shareholder vote (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies reasonably designed to comply with Section 280G(b)(5)(B) of the Code, (iiCode and the regulations thereunder) provide the Company Stockholders with adequate disclosure, within the meaning right of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of any such Section 280G Payments, disqualified individual to receive his or her respective Waived Payments in a manner which satisfies reasonably designed to cause the requirements Waived Payments to be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G 280G(b)(5)(B) of the Code. Prior to soliciting executed delivery to the shareholders and disqualified individuals of documents in connection with the shareholder approval contemplated under this paragraph, the Seller will provide the Purchaser and its counsel (i) its Section 280G Waivers and Company Stockholder approval as provided in this Section, the Company shall provide drafts of the Company Stockholder approval materials Code calculations along with the assumptions used to make the calculations, and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) a reasonable opportunity to review such information and comment on all documents to be delivered to the requisite Company Stockholder approval was not obtained andshareholders and disqualified individuals in connection with the vote, as a consequenceand the Seller agrees to consider, in good faith, all such reasonable comments from the Section 280G Payments shall not be made to any Person who executes a Section 280G WaiverPurchaser.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateClosing, to the extent reasonably necessary as determined by the Company following advanced notice to, and good faith consideration of any comments by, Buyer, the Company shall (a) use its commercially reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each waivers of any payments and/or benefits to such “disqualified individual,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” (each, a “Waiver Agreement”) and (b) thereafter, if any such Waiver Agreements are actually obtained, use commercially reasonable efforts to obtain approval (meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder) of such Section 280G Payments (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 promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of such Section 280G Payments, in a manner which satisfies the requirements of Section 280G of the Codethereunder. Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this Section, the The Company shall provide drafts of the Company Stockholder approval any Waiver Agreement and Shareholder Approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors Buyer for their its review and approval, comment (which approval shall review and comment will not be unreasonably withheld, conditioned or delayed). Prior If Buyer desires to have included in the Section 280G 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 deliver to the 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 with all relevant information with respect to such New Arrangements at least five Business Days prior to the Closing Date, the Company shall deliver not be required to Purchaser evidence that a vote include such New Arrangements in the determination of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments Payments. In no event shall the Company be deemed to be in breach of this Section 8.07 if any disqualified individual refuses to execute a Waiver Agreement or if the Shareholder Approval is not be made to any Person who executes a Section 280G Waiverobtained.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateClosing, the Company shall use its reasonable best efforts to obtain (i) obtain an executed written agreement (a “Section 280G Waiver”) waiver from each “disqualified individual,” (within the meaning of Section 280G of the Code) who 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 “parachute payments” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (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, however, that such waiver shall not include any payments or benefits that may be made by Parent unless at least seven (7) Business Days prior to the Closing Date, Parent provides a detailed list and copy of any contract, agreement, or plan that Parent has agreed to provide or enter into, whether before or after the CodeClosing, with respect to any such “disqualified individual” in connection with the transactions contemplated hereby (the “Parent Agreements”), waiving along with a written description, satisfying the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning disclosure requirements of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning any such Parent Agreement and the Section 280G Paymentsamount of the related “parachute payments”, and (iiiii) obtain promptly following the execution of such waiver (if any such waivers are executed), and in all events prior to the Closing, the approval of such Section 280G Payments, the requisite Stockholders who are entitled to vote in a manner which satisfies that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the requirements Code of Section any such Waived 280G of the CodeBenefits. Prior No later than two (2) Business Days prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this Sectionsuch waivers, the Company shall provide to Parent the parachute payment calculations prepared by the Company and/or its advisors and the drafts of the Company Stockholder waivers and stockholder approval materials and Section 280G Waivers to Purchaser and Purchaserfor Parent’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing DateClosing, the Company shall deliver to Purchaser Parent evidence that a vote of the Company requisite Stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section with respect to each Person who executes a Section 280G Waiver 6.10 and that either (i) the requisite Company number of Stockholder approval votes was obtained with respect to each Person who executes a Section the Waived 280G Waiver, or Benefits (iithe “280G Approval”) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section Waived 280G Payments Benefits shall be made, or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made to any Person who executes a Section 280G Waiveror provided.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateEffective Time, the Company and its Subsidiaries shall use its reasonable best efforts submit to a stockholder vote (ialong with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) obtain an executed written agreement (a “Section 280G Waiver”of the Code and any Treasury Regulations promulgated thereunder) from each the right of any “disqualified individual,” 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 280G(b)(2)(A)(i) of the Code) and as to which such individual waives his or her rights as described in the following sentence in a 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 such payment to not constitute an “excess parachute payment” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G 280G(b)(1) of the Code”), waiving . To the extent that any such “disqualified individual” has the right to receive any payments and/or benefits that may separately or in the aggregate could constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and elects to accept in substitution therefor the right to receive waive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G 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 in this Sectionrights, the Company and any of its Subsidiaries, as applicable, shall provide drafts obtain waivers of such rights prior to soliciting the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approvalvote described in the immediately preceding sentence such that the vote shall, which approval shall not be unreasonably withheld. Prior if successful, establish each “disqualified individual’s” right to the Closing Datepayment. At least three (3) days prior to execution, the Company and its Subsidiaries shall deliver provide, or cause to Purchaser evidence be provided, to Parent a draft of all stockholder vote related documents, including any disclosure documents, “disqualified individual” waivers, and the underlying analysis used to prepare such documents. The Company and its Subsidiaries shall incorporate any reasonable comments that a vote of are made by Parent. Parent shall reasonably cooperate with the Company Stockholders was solicited in accordance connection with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiverpreparation of such shareholder vote related documents.

Section 280G Matters. At least fourteen The Company shall (14a) days no later than five (5) Business Days prior to the Closing Date, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) solicit from each “disqualified individual,” 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 280G Benefits”) so that all remaining payments or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code Code) and (b) no later than three (3) Business Days prior to the applicable rulings and final regulations promulgated thereunder Closing Date, with respect to each individual who agrees to the waiver described in clause (“Section 280G of the Code”a), waiving the right submit to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G a shareholder vote (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders along with adequate disclosure, within disclosure satisfying the meaning requirements of Section 280G(b)(5)(B)(ii) of the Code, Code and any regulations promulgated thereunder) the right of all material facts concerning any such “disqualified individual” to receive the Section Waived 280G Payments, and (iii) obtain approval of such Section 280G Payments, in a manner which satisfies the requirements of Section 280G of the CodeBenefits. Prior to soliciting executed Section 280G Waivers such waivers and Company Stockholder approval as provided in this Sectionmaterials, 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 Stockholder approval materials and Section shall consider any comments provided by Purchaser in good faith. If any of the Waived 280G Waivers Benefits fail to Purchaser and Purchaser’s advisors for their review and approvalbe approved in accordance with the requirements of Section 280G(b)(5)(B) as contemplated above, which approval such Waived 280G Benefits shall not be unreasonably withheldmade or provided. Prior to the Closing DateClosing, the Company Seller shall deliver to Purchaser evidence reasonably acceptable to Purchaser that a vote of the shareholders of the Company Stockholders was solicited in accordance with the foregoing provisions of this Section with respect to each Person who executes a Section 280G Waiver 7.12 and that either (i) the requisite number of votes of the shareholders of the Company Stockholder approval was obtained with respect to each Person who executes a Section the Waived 280G Waiver, Benefits (the “280G Approval”) or (ii) the requisite Company Stockholder approval 280G Approval was not obtained obtained, and, as a consequence, the Section Waived 280G Payments Benefits shall not be made to any Person who executes a Section 280G Waiveror provided.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateClosing, the Company shall use its commercially reasonable best efforts to take such actions that are intended to ensure that the payment of any amounts or benefits (iwhether or not accelerated) obtain an executed written agreement (to a “disqualified individual” (as defined in Section 280G(c) of the Code) in connection with the transactions contemplated hereunder, would not, separately or in the aggregate, reasonably be expected to result in the disallowance of a deduction to the Company or any Company Subsidiary, as applicable, under Section 280G Waiver”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 of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G 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 in this Section, the The Company shall provide Buyer with drafts of the Company Stockholder approval all such solicitation materials and Section 280G Waivers to Purchaser and Purchaser’s advisors consents for their review and approvalcomment prior to delivery to equityholders or disqualified individuals, which approval shall as applicable (such review and comment not to be unreasonably withheld, conditioned or delayed). Prior to To the Closing Dateextent solicited, the Company shall deliver to Purchaser 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 Company Stockholders Company’s equityholders was solicited in accordance with the foregoing provisions of this Section with respect to each Person who executes a Section 280G Waiver 7.17 and that either (i) demonstrating whether or not the requisite Company Stockholder approval number of equityholders votes consenting to such benefits and payments was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiversuch benefits and payments.

Section 280G Matters. At least fourteen (14i) days Prior to the Closing 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 use its reasonable best efforts submit to the applicable direct or indirect stockholders (i) obtain an executed written agreement (a collectively, the “Section 280G WaiverStockholders”) from each “disqualified individual,” within (in a manner reasonably satisfactory to Purchaser) 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 applicable rulings and final regulations promulgated Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any payments or benefits to be provided as a result of or in connection with the transactions contemplated 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 not be deductible by reason of Section 280G 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 “Section 280G of the CodePayments”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive . Any such payments only if approved stockholder approval shall be sought by the Company Stockholders Group Companies in a manner that complies with intended to satisfy all applicable requirements of Section 280G(b)(5)(B) of the CodeCode and the Treasury Regulations thereunder, (ii) provide the Company Stockholders with adequate disclosure, within the meaning including Q-7 of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval 1.280G-1 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 in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheldTreasury Regulations. Prior to the Closing Date, the Company shall deliver to the Purchaser evidence (A) copies of all consents that have been executed by the Stockholders in connection with the foregoing Stockholder vote procedures and (B) a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) written statement specifying whether the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, vote has or (ii) the requisite Company Stockholder approval was has not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiverbeen achieved.

Section 280G Matters. At least fourteen (14) days prior to Within five Business Days after the Closing Datedate hereof, the Company shall use its reasonable best efforts will deliver to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each the Purchaser reasonably detailed information setting forth all persons who may be “disqualified individual,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 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 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 applicable rulings Purchaser may have. Prior to the Effective Time, the Company will submit to the Stockholders (the “280G Submission”), and final regulations promulgated thereunder 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 that could be deemed “parachute payments” under Section 280G of the Code”), waiving on the right to receive any payments and/or benefits that may separately or following terms and conditions interpreted in the aggregate constitute “parachute payments” within the meaning of a manner which complies with Section 280G of the Code and all applicable final, proposed or temporary regulations thereunder: (“Section 280G Payment”a) the stockholder approval will be timely solicited in form and substance and pursuant to accept in substitution therefor such disclosure as will be sufficient to satisfy the right to receive such payments only if approved by the Company Stockholders in a manner that complies with stockholder approval requirements of Section 280G(b)(5)(B) of the Code, (ii) provide including requirements that such disqualified individual waive in advance the Company Stockholders with adequate disclosureright 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 such payment, more than 75% of the voting power of the Company will have approved such payment without counting as outstanding or permitting to vote (except as contemplated by Treasury Regulations Section 280G(b)(5)(B)(ii1.280G-1, Q&A-7(b)(4)) any stock (i) actually owned or constructively owned under Section 318(a) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of Code by or for 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 in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiverdisqualified individual, or (ii) as to which the requisite Company Stockholder 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 5.7 will be subject to the prior review and approval was not obtained and, as a consequence, the Section 280G Payments by Purchaser which shall not unreasonably be made to any Person who executes a Section 280G Waiverdelayed or withheld.

Section 280G Matters. At least fourteen (14) days To the extent necessary, prior to the Closing DateClosing, the Company Group shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) obtain, from each “disqualified individual,” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder individual who has a right (“Section 280G of the Code”), waiving the right whether or not contingent) to receive any payments and/or benefits that may separately as a result of or in connection with the Transactions that, individually or in the aggregate aggregate, could be deemed to constitute “parachute payments” within the meaning of Section 280G of the Code (“Section 280G PaymentPayments”), 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 “parachute payments” (as defined in Section 280G(b)(2) of the Code) (such waived portion, the “Waived 280G Benefits”), and to accept accepting in substitution therefor for the Waived 280G Benefits the right to receive such payments the Waived 280G Benefits only if approved by the Company Stockholders requisite stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, (ii) Parent shall provide the Company Stockholders Group with adequate disclosureall 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)(5)(B)(ii280G(b)(2) of the Code at least ten (10) Business Days prior to the Closing Date; there shall be no breach of this Section 6.11 or Section 3.16(f) 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 execution of such waivers, and in all events prior to the Closing, the Company Group shall solicit the approval of the requisite stockholders of any Waived 280G Benefits to the extent and in the manner required under Section 280G(b)(5)(B) of the Code; provided, that in no event shall the Company Group be deemed in breach of all material facts concerning this Section 6.11 or Section 3.16(f) if any such individual refuses to waive any such rights, despite the Section Company’s reasonable best efforts, or if the stockholders fail to approve any Waived 280G Payments, and (iii) obtain approval of such Section 280G Payments, in Benefits. Within a manner which satisfies the requirements of Section 280G of the Code. Prior reasonable time prior to soliciting executed Section 280G Waivers such waivers and Company Stockholder approval as provided in this Sectionapprovals, 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 Stockholder approval materials Group shall consider and Section incorporate in good faith. To the extent that any of the Waived 280G Waivers to Purchaser and Purchaser’s advisors for their review and approvalBenefits are not approved by the requisite stockholders as contemplated above, which approval such Waived 280G Benefits shall not be unreasonably withheldmade or provided. Prior to the Closing DateClosing, the Company Group shall deliver to Purchaser Parent evidence that a vote of the Company Stockholders requisite stockholders was solicited in accordance with the foregoing provisions of this Section with respect to each Person who executes a Section 280G Waiver 6.11 and that either (i) the requisite Company Stockholder approval number of votes was obtained with respect to each Person who executes a Section the Waived 280G WaiverBenefits (the “280G Approval”), or (ii) the requisite Company Stockholder approval 280G Approval was not obtained obtained, and, as a consequence, the Section Waived 280G Payments Benefits shall not be made to any Person who executes a Section 280G Waiveror provided.

Section 280G Matters. At least fourteen (14) days prior to the Closing Date, the The Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “seek, prior to the initiation of the stockholder approval described in this Section 280G Waiver”) ‎5.15, from each Person to whom any payment or benefit is required or proposed to be made that could constitute “disqualified individual,parachute payments” within the meaning of under Section 280G 280G(b)(2) of the Code and the applicable rulings and final regulations Treasury Regulations promulgated thereunder (“Section 280G of the CodePayments”), a written agreement waiving such Person’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that all remaining payments and benefits applicable to such Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments Waived Benefits only if approved by the stockholders of the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide Code and the Company Stockholders with adequate disclosure, within Treasury Regulations issued thereunder. Following the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Paymentswaiver procedure, and at least one (iii1) 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 in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior day prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote solicit the approval by such number of stockholders of the Company Stockholders was solicited in accordance a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, of the 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 respect 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 each 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 who executes that could constitute a Section 280G Waiver Payment prior to the Closing Date (the “Buyer Arrangements”), Buyer will provide to the Company no less than five (5) days prior to the Closing Date a copy or written description of any Buyer Arrangements and that either (i) the requisite Company Stockholder estimated value of such Buyer Arrangements, and such Buyer Arrangements shall be included in the Waived Benefits and related approval was obtained with respect materials so long as such Buyer Arrangements are timely provided pursuant to each Person who executes a this Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiver‎5.15.

Section 280G Matters. At The Company shall seek the necessary approval from Stockholders of any payments or benefits either (a) under any Plan or other agreement, in each case, entered into by the Company or any of its Subsidiaries prior to the date of this Agreement or (b) made pursuant to this Agreement, and excluding from both (a) and (b) hereof, for the avoidance of doubt, any payments made pursuant to any contract, agreement, or plan entered into by the Buyer or its Affiliates (other than this Agreement and payments or benefits made pursuant to any contract, agreement, or plan entered by the Buyer or its Affiliates as long as such contract, agreement, or plan is disclosed, in writing, by the Buyer to the Company at least fourteen ten (1410) business days prior to the Closing Date), the Company shall use its reasonable best efforts to (i) obtain which would be an executed written agreement (a “excess parachute payment” under Section 280G Waiver”) from each of the Code as a result of the transactions contemplated by this Agreement; provided that any communications to the Stockholders regarding such approval (including the computations of parachute payments, the identification of the “disqualified individual,individuals” within who are potential recipients of parachute payments, and the meaning waivers of payments and/or benefits executed by the affected individuals) shall be made available to the Buyer and the Buyer shall have the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) such communications before they are distributed to the Stockholders. The Company shall deliver to the Buyer prior to the Closing reasonable evidence either (x) that the Stockholder approval was solicited in conformity with Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of and the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G 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 in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company necessary Stockholder approval was obtained with respect to each Person who executes a Section any payments and/or benefits that were subject to the Stockholder vote (the “280G WaiverApproval”), or (iiy) that the requisite Company Stockholder approval 280G Approval was not obtained and, as a consequence, the Section 280G Payments that such “excess parachute payments” shall not be made to any Person who executes a Section 280G Waiveror provided, as authorized under the waivers of those payments and/or benefits which were executed by all of the affected individuals.

Section 280G Matters. At least fourteen The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (14which 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) days 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 Company “Waived Benefit”), so that the remaining payment and/or benefit applicable to such Person shall use its reasonable best efforts not be deemed to (i) obtain an executed written agreement (be a “Section 280G Waiver”) from each “disqualified individual,” within the meaning of parachute payment that would not be deductible under Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“or subject to an excise tax under Section 280G 4999 of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor for the Waived Benefit the right to receive such payments remaining payment or benefit only if approved by the Company Stockholders 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, (ii) provide 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 Company Stockholders with adequate disclosureClosing Date, within to the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of extent 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 in this Sectionwaivers are obtained, the Company shall provide drafts seek Shareholder approval in a manner that complies with Section 280G(b)(5)(B) of the Company Stockholder Code of all such payments and/or benefits that have been conditioned on the receipt of such approval. At least three (3) Business Days prior to obtaining such waivers and seeking approval materials from the Shareholders, the determination of which payments may be deemed to constitute parachute payments, the form of each such waiver, and Section 280G Waivers the disclosure and other circumstances of any such Shareholder approval shall be provided to Purchaser and PurchaserBuyer for Buyer’s advisors for their review and approvalcomment, which approval and the Company (and its advisors) shall not be unreasonably withheldreasonably consider and incorporate such comments. Prior to the Closing Date, the Company shall deliver to Purchaser Buyer notification and evidence reasonably satisfactory to Buyer that (i) a vote of the Company Stockholders was solicited in accordance conformance with this Section with respect to each Person who executes a Section 280G Waiver 280G(b)(5) of the Code and that either (i) the regulations promulgated thereunder and the requisite Company Stockholder stockholder approval was obtained with respect to each Person who executes a Section 280G Waiverany waived payments or benefits that were subject to the stockholder vote, or (ii) the requisite Company Stockholder that such stockholder approval was not obtained and, as a consequence, the Section 280G Payments that such waived payments or benefits shall not be made or provided to the extent they would cause any Person who executes a amounts to constitute “excess parachute payments” pursuant to Section 280G Waiverof the Code. To the extent that Buyer or its Affiliates wish to enter into, or cause the Company or the Subsidiary to enter into, additional arrangements with the Company’s “disqualified individuals” (as defined in Section 280G of the Code) with respect to services to be provided prior to or following the Merger (“Buyer 101 505026976.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Arrangements”), such arrangements shall be disclosed to the Company and Buyer shall provide sufficient information necessary to determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted pursuant to or contemplated by such arrangements, in each case, at least ten (10) Business Days prior to the Closing Date. In the event Buyer does not timely disclose, and provide the information necessary to determine the value (for purposes of Section 280G Code) of, the 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 Buyer Arrangements will not result in a breach of the covenants set forth in this Section 6.12.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateClosing, the Company shall solicit (and shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”obtain) from each Person who 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 be deemed to constitute “disqualified individual,parachute payments” (within the meaning of Section 280G of the Code and Code), a waiver of such Person’s rights to some or all of such payments and/or benefits (the applicable rulings and final regulations promulgated thereunder (“Section Waived 280G of the CodeBenefits”), waiving the right applicable to receive any such Person so that all remaining payments and/or benefits that may separately or in from the aggregate constitute Company applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G (“Section 280G Payment”) and of the Code). Prior to accept in substitution therefor the right to receive such payments only if approved by Closing, the Company Stockholders will hold a stockholder vote in a manner that complies accordance with Section 280G(b)(5)(B) of the Code, Code and the Treasury Regulations promulgated thereunder (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the “Requisite Section 280G PaymentsApproval”), and (iii) obtain seeking the approval of any 280G Benefits. The Company shall provide Buyer with drafts of all documentation and calculations reasonably requested by Buyer reasonably promptly following Xxxxx’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 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 in this SectionApproval, the Company shall provide drafts of the Company Stockholder waivers and all stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors Buyer for their its review and approval, which approval shall not be unreasonably withheldcomment and incorporate any comments of Buyer consistent with applicable Law. Prior to the Closing DateClosing, the Company shall deliver to Purchaser Buyer evidence that a vote of the Company Stockholders Company’s stockholders was solicited in accordance with the foregoing provisions of this Section with respect to each Person who executes a Section 280G Waiver 5.3 and that either (ia) the requisite Company Stockholder approval number of stockholder votes was obtained (the “280G Approval”), or (b) that the 280G Approval was not obtained and no 280G Benefits shall be paid. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by the Buyer, or any of its Affiliates and a disqualified individual in connection with respect the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), Buyer shall provide a copy of such contract, agreement or plan to each Person who executes a the Company at least seven (7) 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 Waiverof the Code) of any payments or benefits granted or contemplated therein, which may be paid or (ii) granted in connection with the requisite Company Stockholder approval was not obtained and, as transactions contemplated by this Agreement that could constitute a consequence, “parachute payment” under the Section 280G Payments shall not be made to any Person who executes a Section 280G WaiverCode.

Section 280G Matters. At least fourteen If requested, no less than fifteen (1415) days Business Days prior to the Closing DateDate by Purchaser in good faith, based upon calculations prepared in good faith by the Company’s advisors (which calculations shall be provided to Purchaser as soon as reasonably practicable following the date of this Agreement), the Company shall (a) use its reasonable best efforts (provided that doing so will not require any payment to (i) obtain an executed written agreement (a any “Section 280G Waiverdisqualified individual”) to obtain from each “disqualified individual,” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) who could otherwise receive payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code on account of the transaction contemplated in this Agreement (“Parachute Payments”), a written waiver that shall provide that, if the requisite stockholder approval under Section 280G(b)(5)(B) of the Code and the regulations thereunder is not obtained, no Parachute Payments with respect to such disqualified individual, in the absence of such stockholder approval, shall be payable to or retained by such disqualified individual to the extent that such Parachute Payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual; and (b) submit to the stockholders of the Company for approval, in a manner and form that complies with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within Parachute Payments in the meaning absence of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved stockholder approval. All materials produced by the Company Stockholders in a manner that complies connection with the implementation of this Section 280G(b)(5)(B) of the Code6.16 shall be provided to Purchaser in advance for Purchaser’s review and comment, (ii) provide and the Company Stockholders shall consider any of Purchaser’s requested changes or comments in good faith and not unreasonably omit them. The parties acknowledge that this Section 6.16 shall not apply to any Purchaser Agreements that are not provided to the Company at least ten (10) days prior to Closing so that, for the avoidance of doubt, compliance with adequate disclosurethis Section 6.16 shall be determined as if such Purchaser Agreements had not been entered into. The Purchaser acknowledges that the Company cannot compel any “disqualified individual” to waive any existing rights under a contract or agreement with the Company or any Subsidiary and, within provided that the meaning of Company has used its reasonable best efforts to obtain waivers from such “disqualified individuals” pursuant to Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G 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 in this Section6.16(a), the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote deemed in breach of the Company Stockholders was solicited in accordance with this Section with respect 6.16 if any such disqualified person refuses to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to waive any Person who executes a Section 280G Waiversuch right.

Section 280G Matters. At least fourteen (14) days prior to No later than five Business Days after the Closing Datedate hereof, the Company shall use its reasonable best efforts will deliver to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each the Purchaser reasonably detailed information setting forth all persons who may be “disqualified individual,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 of the Code and Code. If for any reason it appears to the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving the right Purchaser that a disqualified individual reasonably could be expected to receive any payments and/or benefits that may separately or in an excess parachute payment, then the aggregate constitute “parachute payments” within the meaning balance of this Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, and (iii) obtain approval of such Section 280G Payments6.13 will apply, in a manner which satisfies addition to any other rights and remedies the requirements of Section 280G of the Code. Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheldmay have. Prior to the Closing Date, the Company shall deliver will use its commercially reasonable efforts to Purchaser 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 Company Stockholders was solicited in accordance with this Section with respect Code) to each Person who executes a receive or retain any and all payments that could be deemed “parachute payments” under Section 280G Waiver of the Code, in a manner that complies with the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the regulations thereunder (the “Stockholder Approval Requirements”), including requirements that either (i) such disqualified individual waive in advance the right to such payment if the requisite Company stockholder approval is not obtained, and each such payment will be separately approved within the meaning of such regulations. Prior to the delivery to the Stockholders of documents in connection with the Stockholder approval was obtained with respect to each Person who executes a contemplated under this Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence6.13, the Section 280G Payments shall not Company will provide the Purchaser and its counsel with a reasonable opportunity to review and comment on all documents to be made delivered to any Person who executes a Section 280G Waiverthe Stockholders in connection with the vote.

Section 280G Matters. At least fourteen (14) days prior to 5.5.1 As soon as practicable after the Closing Datedate hereof, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) waiver from each Person who is a “disqualified individual,” within the meaning of Section 280G and who might not otherwise receive or have the right to receive a Section 280G Payment unless approval of such Section 280G Payment by the shareholders of the Code and Company is obtained (such waiver, the applicable rulings and final regulations promulgated thereunder (“Section 280G of the CodeWaiver”), waiving the right to receive any payments and/or benefits that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, ; (ii) provide the shareholders of the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, ; and (iii) obtain approval of such Section 280G Payments, in a manner which satisfies the requirements of Section 280G of 280G. 5.5.2 At least ten (10) days prior to the Code. Prior Closing Date and prior to soliciting executed Section 280G Waivers and Company Stockholder shareholder approval as provided in this SectionSection 5.5.1 above, the Company shall provide to Buyer drafts of the Company Stockholder shareholder approval materials materials, and Section 280G Waivers and any other documents related to Purchaser and Purchaser’s advisors the Section 280G Payments requested by Buyer for their its review and approval, which approval shall not be unreasonably withheld. Prior At least two (2) days prior to the Closing Date, the Company shall deliver to Purchaser Buyer evidence that a vote of the shareholders of the Company Stockholders was solicited in accordance with this Section with respect to each Person person who executes a Section 280G Waiver (the “Section 280G Shareholder Vote”) and that either (i) the requisite Company Stockholder shareholder approval was obtained with respect to each Person person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder shareholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person person who executes a Section 280G Waiver.. Section 5.6

Section 280G Matters. At least fourteen Within one (141) days prior to Business Day after the Closing Datedate hereof, the Company shall use its reasonable best efforts 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 (i) obtain an executed written agreement (a “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 Waiver”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 each “disqualified individual,” 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 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 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 applicable rulings Purchaser may have. Prior to the Effective Time, the Company will submit to, and final regulations promulgated thereunder use all reasonable efforts to obtain, a stockholder vote or written consent approving or denying the right of any "disqualified individual" (“as defined in Section 280G(c) of the Code) to receive or retain any and all payments that could be deemed "parachute payments" under Section 280G of the Code (or, if such payments are not approved, then such payments shall be forfeited the extent that any such payments would constitute "parachute payments" under Section 280G of the Code”), waiving on the right to receive any payments and/or benefits that may separately or following terms and conditions interpreted in the aggregate constitute “parachute payments” within the meaning of a manner which complies with Section 280G of the Code and all applicable final, proposed or temporary regulations thereunder: (“Section 280G Payment”a) and to accept in substitution therefor the right to receive such payments only if approved by 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 Company Stockholders Effective Time under Section 280G(b)(4) of the Code; (b) the stockholder approval will be timely solicited in a manner that complies with 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)(B280G(b)(5) of the Code, (ii) provide including requirements that such disqualified individual waive in advance the Company Stockholders with adequate disclosureright to such payment if the requisite stockholder approval is not obtained, and such payments will be separately approved within the meaning of Section 280G(b)(5)(B)(iisuch regulations; and (c) for such approval to be effective as to any such payment, more than seventy-five percent (75%) of the Code, of all material facts concerning the Section 280G 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 in this Section, the Company shall provide drafts voting power of the Company Stockholder approval materials and will have approved such payment without counting as outstanding or permitting to vote (except, as contemplated by Treasury Regulations Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval1.280G-1, which approval shall not be unreasonably withheld. Prior to the Closing DateQ&A-7(b)(4)), the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either any stock (i) actually owned or constructively owned under Section 318(a) of the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G WaiverCode by or for such disqualified individual, or (ii) as to which the requisite Company Stockholder approval was not obtained and, as a consequence, owner of such stock is considered under Section 318(a) of the Section 280G Payments shall not be made Code to own any Person who executes a Section 280G Waiverpart of the stock owned directly or indirectly by or for such disqualified individual.

Section 280G Matters. At least fourteen The Company shall use commercially reasonable efforts to cause KSH Solutions to take any actions necessary to submit for the approval of the stockholders of KSH Solutions in a manner that satisfies Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the final Treasury Regulations issued thereunder (14the “Stockholder Vote”), the right of each “disqualified individual” (as defined in Section 280G(c) days of the Code) (each, a “Disqualified Individual”) to receive or retain, as applicable, that portion of any payments and benefits that, together with any other payments and benefits such Disqualified Individual may become entitled to receive that may be considered “parachute payments” under Section 280G(b)(2) of the Code (“Parachute Payments”), exceeds 299% of such Disqualified Individual’s “base amount” (as defined in Section 280G(b)(3) of the Code). In connection with the preceding sentence, (1) prior to the Closing Date, the Company shall use its commercially reasonable best efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) any required individual waivers or consents from each “disqualified individual,” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Section 280G of the Code”), waiving Disqualified Individual pursuant to which such Disqualified Individual waives the right to receive any payments and/or benefits that may separately or Parachute Payment, (2) following execution of the waivers and consents described in clause (1), KSH Solutions shall deliver, among other items, to its stockholders a disclosure statement intended to satisfy the aggregate constitute “parachute payments” within the meaning stockholder approval requirements of Section 280G (“Section 280G Payment”) and to accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of prior to the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, Closing Date and (iii3) obtain approval of such Section 280G Payments, in a manner which satisfies prior to the requirements of Section 280G of the Code. Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this SectionVote, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers have delivered to Purchaser true and Purchaser’s advisors for their review complete copies of all disclosure and approval, which documents that comprise the stockholder approval shall not be unreasonably withheld. Prior of each Parachute Payment in sufficient time to allow Purchaser to comment thereon but no less than five Business Days prior to the Closing Date, the Company and shall deliver to reflect all reasonable comments of Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiverthereon.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing Date, the Company shall (a) use its reasonable best efforts Reasonable Efforts to (i) obtain an executed written agreement (a “Section 280G Waiver”) from each Person who is, with respect to the Company, a “disqualified individual,” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder (“Code) as determined under Section 280G of the CodeCode (each, a “Disqualified Individual”), waiving the right to and who otherwise would receive any payments and/or benefits that may separately or in the aggregate constitute “parachute paymentspayment” (within the meaning of Section 280G 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 Payment”) and to accept Section 4999 of the Code and, in substitution therefor therefor, the right to receive such payments only if approved by equityholders of the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (iib) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, promptly deliver to Parent copies of all material facts concerning the Section 280G Paymentsexecuted waivers so obtained, and (iiic) obtain submit to the Company’s equityholders for approval by such number of such Section 280G Paymentsequityholders, in a manner which satisfies that meets the requirements of Section 280G(b)(5)(B) of the Code (the “280G Approval”), 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 (iii) the results of the vote of equityholders described in this Section 4.14. All costs and 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 or included as a Transaction Expense. Prior to soliciting executed the 280G Approval, 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 by Parent or any affiliate or subsidiary of Parent, in each case, that could reasonably be expected to be taken into account in determining whether any payments and benefits constitute “parachute payment” pursuant to Section 280G Waivers and Company Stockholder approval as provided in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section Code with respect to each any such Person who executes a Section 280G Waiver and that either (i) in connection with the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waivertransactions contemplated by this Agreement.

Section 280G Matters. At least fourteen (14) days prior to the Closing Date, the Company shall use its reasonable best efforts to (i) obtain an executed written agreement (If any Person who is a “Section 280G Waiver”) from each “disqualified individual,” (within the meaning of Section 280G of the Code and the applicable rulings and final Department of Treasury regulations promulgated thereunder (“thereunder) with respect to the Acquired Companies would reasonably be expected to receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the CodeCode in connection with the transactions contemplated by this Agreement 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, 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 “Parachute 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, waiving if a 280G Vote is required, the right Acquired Companies will deliver to receive Purchaser evidence (i) that the requisite shareholder approval was obtained with respect to any payments and/or benefits that may separately were subject to the shareholder vote (the “Section 280G Approval”), or in (ii) that the aggregate constitute Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” within will not be made or provided. Notwithstanding the meaning foregoing provisions of this Section 280G (“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 280G Payment”) and 6.06 if any such Person fails to accept in substitution therefor the right to receive such payments only execute a Parachute Payment Waiver or if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G Payments, 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 two (iii2) obtain approval of such Section 280G Payments, Business Days prior to the Closing Date. Purchaser will cooperate with the Acquired Companies in a manner which satisfies good faith to calculate or determine the requirements value (for the purposes of Section 280G of the Code. Prior to soliciting executed ) of any payments or benefits granted or contemplated in any such contracts or arrangements that could constitute a “parachute payment” under Section 280G of the Code. At least one (1) Business Days before distributing any Parachute Payment Waivers and Company Stockholder approval as provided in this Sectionany materials to shareholders for the 280G Vote, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld. Prior to the Closing Date, the Company Acquired Companies shall deliver to Purchaser evidence that a vote copies of all calculations and the Company Stockholders was solicited in accordance with this Section with respect materials to each Person who executes a Section 280G Waiver be distributed to disqualified individuals for Purchaser’s review and that either (i) the requisite Company Stockholder approval was obtained with respect to each Person who executes a Section 280G Waiver, or (ii) the requisite Company Stockholder approval was not obtained and, as a consequence, the Section 280G Payments shall not be made to any Person who executes a Section 280G Waiverreasonable comment.

Section 280G Matters. At least fourteen (14) days prior Prior to the Closing DateClosing, the Company shall use its reasonable best efforts 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 (i) obtain an executed written agreement (a the “Section 280G WaiverStockholder Vote”) from each ), any such payments or other benefits that, separately or in the aggregate, would otherwise be “disqualified individual,parachute payments” within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated 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 be “excess parachute payments” under Section 280G of the Code”)Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, waiving the right Company shall obtain, from each Person whom the Company reasonably believes to receive be with respect to the Company or any payments and/or benefits that may separately or of its Affiliates a “disqualified individual” (as defined in the aggregate constitute “parachute payments” within the meaning of Section 280G (“Section of the Code and the 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 accept in substitution therefor the right to receive such payments only if approved by the Company Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code, (ii) provide the Company Stockholders with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code, of all material facts concerning the Section 280G PaymentsPayment, and (iii) obtain approval of to the extent such Section 280G Payments, in a manner which satisfies the requirements of payment would cause any payment not to be deductible pursuant to Section 280G of the Code. Prior Such waivers shall cease to soliciting executed Section have any force or effect with respect to any item covered thereby to the extent the 280G Waivers and Company Stockholder approval as provided in this Section, the Vote for such item is obtained. The Company shall provide drafts 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 Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their prior review and approval, which approval shall of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Purchaser evidence that a vote of the Company Stockholders was solicited in accordance with this Section with respect to each Person who executes a Section 280G Waiver and Acquiror written certification that either (ia) the requisite 280G Stockholder Vote was solicited and the Company Stockholder approval was obtained with respect to each Person who executes a Section any 280G WaiverPayments that were subject to the 280G Stockholder Vote, or (iib) the requisite Company Stockholder approval of any 280G Payments was not obtained and, and as a consequence, the Section such 280G Payments shall not be made or provided to any Person who executes a Section 280G Waiveraffected individual.