Common use of Documentation and Information Clause in Contracts

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding hereby (a) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated hereby without by the prior written consent of Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as any information it may be required by applicable Law (provided that reasonable notice reasonably require for the preparation of any such disclosure will be provided documents. The Stockholder hereby agrees to Parentas promptly as practicable notify CPT, Inuvo and such Stockholder will consider in good faith the reasonable comments Parent of Parent any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and otherwise cooperate with to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in obtaining confidential treatment with respect to such disclosure)writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Such Stockholder consents Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and hereby authorizes Parent authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or any other Governmental Entity or applicable securities exchangethe Department of Justice, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable filing in connection with the Offer, the Merger Mergers or any other of the transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number a copy of Subject Shares owned by Stockholders subject to this Agreement, each of the existence of this Agreement other party’s identities and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Body or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Stockholder Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement or and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Parent Buyer, except (a) as such consent not Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be unreasonably withheld, conditioned or delayed), except as may be required disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to ParentBuyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and such Stockholder will consider not inconsistent with any press release issued by Buyer or the Company in good faith connection with or relating to the reasonable comments of Parent with respect to such disclosure Purchase Agreement Amendment, the Offer and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the Transactions. Such Stockholder Shareholder (i) consents to and hereby authorizes Parent the publication and disclosure by Buyer of such Shareholder’s identity and holdings of Subject Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that Buyer reasonably determines upon the advice of counsel is required to publish be disclosed by applicable Law in any press release, the Offer Documents (in each case, including all schedules and disclose in all documents and schedules filed with the SEC SEC) or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Post-Offer Reorganization and the other Transactions (provided that notice of any other transactions contemplated by such disclosure will be provided to such Shareholder to the Business Combination Agreement or this Agreement, such Stockholder’s identityextent reasonably practicable, the aggregate number Shareholder will have a reasonable opportunity to provide comments on such disclosure and Buyer shall incorporate any reasonable comments to the portions of Subject Shares owned any such disclosure that make reference to Shareholder’s identity and holdings as may be provided by Stockholders subject to this Agreementsuch Shareholder), the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (ii) agrees to promptly give Parent to Buyer and the Company any information necessary in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents, documents and such Stockholder (iii) agrees to promptly notify Parent Buyer of any changes required corrections reasonably known to such Shareholder with respect to any information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any Shareholder reasonably knows such information shall have become false or misleading in any material respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to file with the SEC in connection with the transactions contemplated hereby, including the filing of any Schedule 13D, Schedule 14D-9 or amendments thereto.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding hereby (a) consents to and authorizes the publication and disclosure by the Company, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Prospectus/Proxy Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Merger or any of the transactions contemplated hereby without by the prior written consent of Merger Agreement, and (b) agrees as promptly as practicable to give to the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as any information it may be required by applicable Law (provided that reasonable notice reasonably require for the preparation of any such disclosure will be provided documents. The Stockholder hereby agrees to Parent, as promptly as practicable notify the Company and such Stockholder will consider in good faith the reasonable comments Parent of Parent any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and otherwise cooperate with to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify Parent in obtaining confidential treatment with respect to such disclosure)writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which the Shareholder acquires Beneficial Ownership on or after the date hereof. Such Stockholder consents Parent, the Merger Subs and the Company each hereby consent to and hereby authorizes Parent authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or any other Governmental Entity or applicable securities exchangethe Department of Justice, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable filing in connection with the Offer, the Merger or any other of the transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number a copy of Subject Shares owned by Stockholders subject to this Agreement, each of the existence of this Agreement other party’s identities and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Company Stockholder shall not make any public announcement or statement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or legal process (provided that reasonable notice of any such disclosure will be provided to ParentParent to the extent permitted by applicable Law); provided, and such that the foregoing shall not apply to any disclosure required to be made by any Company Stockholder will consider in good faith to the reasonable comments SEC or other Governmental Entity, including any amendment of Parent with respect to any Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and otherwise cooperate with the Merger Agreement and the public statements made by the Company and Parent in obtaining confidential treatment with respect pursuant to such disclosure)the terms of the Merger Agreement. Such Each Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Company Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Each Company Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent shall in any instance where the Company Stockholders or information relating thereto is disclosed, use its reasonable best efforts to provide drafts of such disclosures with sufficient time to enable the Company Stockholders to review and provide comments on such disclosures and Parent shall in good faith consider incorporating any reasonable modifications requested by such Company Stockholder.

Documentation and Information. Such Stockholder Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement or and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Parent Buyer, except (a) as such consent not Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be unreasonably withheld, conditioned or delayed), except as may be required disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to ParentBuyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and such Stockholder will consider not inconsistent with any press release issued by Buyer or the Company in good faith connection with or relating to the reasonable comments of Parent with respect to such disclosure Purchase Agreement Amendment, the Offer and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the Transactions. Such Stockholder Shareholder (i) consents to and hereby authorizes Parent the publication and disclosure by Buyer of such Shareholder’s identity and holdings of Subject Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that Buyer reasonably determines upon the advice of counsel is required to publish be disclosed by applicable Law in any press release, the Offer Documents (in each case, including all schedules and disclose in all documents and schedules filed with the SEC SEC) or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Post-Offer Reorganization and the other Transactions (provided that notice of any other transactions contemplated by such disclosure will be provided to such Shareholder to the Business Combination Agreement or this Agreement, such Stockholder’s identityextent reasonably practicable, the aggregate number of Subject Shares owned by Stockholders subject Shareholder will have a reasonable opportunity to this Agreement, the existence of this Agreement and the nature of provide comments on such Stockholder’s commitments and obligations under this Agreementdisclosure, and Buyer shall incorporate any reasonable comments to the portions of any such Stockholder acknowledges disclosure that Parent maymake reference to Shareholder’s identity and holdings as may be provided by such Shareholder), in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (ii) agrees to promptly give Parent to Buyer and the Company any information necessary in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents, documents and such Stockholder (iii) agrees to promptly notify Parent Buyer of any changes required corrections reasonably known to such Shareholder with respect to any information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any Shareholder reasonably knows such information shall have become false or misleading in any material respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to file with the SEC in connection with the transactions contemplated hereby, including the filing of any Schedule 13D, Schedule 14D-9 or amendments thereto.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned withheld or delayeddelayed or conditioned), except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure will shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give provide Parent any such additional information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law, Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldParent; provided, conditioned or delayed)that if Stockholder determines, except as may be based upon advice of counsel, that a public announcement is required by applicable Law (provided that Law, Stockholder shall use its commercially reasonable efforts to provide Parent with reasonable advance notice of any such disclosure will be provided determination and reasonable time to Parent, and comment on such Stockholder will consider announcement in good faith the reasonable comments advance of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)issuance. Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeto the extent required by Law, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable necessary, based upon advice of counsel, in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such and in each case only to the extent so required or necessary, Stockholder’s identity, 's identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s 's commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s 's sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody during the term of this Agreement and only to the extent required by Law. Such Subject to applicable Law, Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such During the term of this Agreement, each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Buyer or Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identity, the aggregate number identity and holdings of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement, Agreement and such Stockholder acknowledges that Parent mayany other information, in Parent’s sole discretioneach case, file this Agreement that Buyer or a form hereof with the SEC Parent reasonably determines is required to be disclosed by applicable Legal Requirements in any press release or any other Governmental Entity or securities exchange. Such Stockholder disclosure document in connection with the Transaction and the transactions contemplated by the APA and (b) agrees to promptly give to Buyer or Parent any information necessary Buyer or Parent may reasonably require for the preparation of any such disclosure documents. Buyer and Parent (i) consent to and authorize the publication and disclosure by any Stockholder of Buyer’s or Parent’s identity, the nature of Buyer’s or Parent’s and such Stockholder’s commitments, arrangements and understandings under this Agreement and any other information, in each case, that such Stockholder reasonably determines is required to be disclosed by such Stockholder under applicable Legal Requirements in any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act and any other filings with or notices to governmental entities and (ii) agrees promptly to give to such Stockholder any information such Stockholder may reasonably request for the preparation of any such documents. Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not make (i) consents to and authorizes the publication and disclosure by Parent of its identity and holdings of the Stockholder Owned Shares and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in any public announcement regarding this Agreement press release or any other disclosure document required in connection with the Merger or any transactions contemplated hereby without by the Merger Agreement; provided, that (A) any such publication or disclosure (except for filings required under the Exchange Act or any such publication or disclosure as may be required by applicable Law) shall be subject to the prior written consent approval of Parent the Stockholders (such consent approval not to be unreasonably withheld, conditioned or delayed)) and (B) to the extent practicable, except each Stockholder shall be afforded a reasonable opportunity to review and comment on any such publication or disclosure required under the Exchange Act or as may be required by applicable Law Law, and (provided that ii) will use its commercially reasonable notice of any such disclosure will be provided efforts to give to Parent, and as promptly as practicable after such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangereceives a written request therefor from Parent, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary reasonably related to the foregoing as it may reasonably require for the preparation of any such disclosure documents. Each Stockholder will use its commercially reasonable efforts to notify Parent, and such Stockholder agrees to as promptly notify Parent as practicable, of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent such Stockholder becomes aware that any such information shall have has become false or misleading in any material respect. Each Stockholder agrees not to issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or the transactions contemplated thereby without the prior written consent of Parent, except for filings required under the Exchange Act or such publication or disclosure as may be required by applicable Law, provided, that, to the extent practicable, Parent shall be afforded a reasonable opportunity to review and comment on any such proposed filing, publication or disclosure.

Documentation and Information. Such Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers, employees and Representatives not to, issue any such press release, make any such public statement issue any press release or make any public announcement or other communication to any Third Party regarding this Agreement or and the transactions contemplated hereby or the Merger Agreement and the transactions contemplated thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder (i) consents to and hereby authorizes the publication and disclosure by Parent to publish or Sub of such Stockholder’s identity and disclose in all documents holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document information that Parent reasonably determines is required to be necessary disclosed by applicable Law in any press release, the Offer Documents (in each case, including all schedules and documents filed with the SEC) or advisable any other disclosure document in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, Merger agreement (provided that notice of any such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject disclosure will be provided to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayto the extent reasonably practicable), in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (ii) agrees to promptly give Parent to Parent, Sub and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents, documents and such Stockholder (iii) agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and Sub each agrees to promptly give to such Stockholder any information regarding Parent or Sub, as applicable, that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to file with the SEC in connection with the transactions contemplated hereby.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementContemplated Transactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent it becomes aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Except as required by Applicable Law (in which case such Stockholder will notify Parent in advance of such public announcement), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identityidentity and holding of such Stockholder’s Subject Shares, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such Stockholder, in each case, that Parent reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Merger and any other transaction contemplated by the Merger Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation inclusion of any such disclosure documents, and such information in any press release. Each Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by or on behalf of such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false contain any untrue statement of material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein not misleading. Such Stockholder hereby agrees to notify Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which such Shareholder acquires record or Beneficial Ownership of on or after the date hereof.

Documentation and Information. Such Stockholder Unitholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Unitholder consents to and hereby authorizes the Parent Entities and the Partnership to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that the Parent Entities reasonably determines determine to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderUnitholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementUnits, the existence of this Agreement and the nature of such StockholderUnitholder’s commitments and obligations under this Agreement, and such Stockholder Unitholder acknowledges that the Parent Entities and the Partnership may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange; however, prior to the release of any press release or the inclusion in any narrative summary in a public filing that references any Unitholder, Parent shall provide such Unitholder with a copy of such filing or press release and shall use its commercially reasonable efforts to provide such copy to such Unitholder no less than 48 hours prior to the release or filing of same, and such Unitholder shall have an opportunity to review and approve any reference to the Unitholder contained therein. If Unitholder fails to respond within the 48-hour time period (or such shorter time period, if applicable), the reference to such Unitholder shall be deemed to be approved. For the avoidance of doubt, no consent of the Unitholder shall be required to file and accurately describe contracts to which any Unitholder is a party or is otherwise referenced therein in compliance with Parent’s reporting obligations under the Securities Exchange Act of 1934. Such Stockholder Unitholder agrees to promptly give Parent and the Partnership any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Unitholder agrees to promptly notify Parent and the Partnership, as applicable, of any changes required corrections with respect to any written information supplied by such Stockholder Unitholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided provided, that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Purchaser and/or their Affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Purchaser and/or their Affiliates reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, the Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective Affiliates any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of the Company and Parent (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law Law, including, without limitation, applicable filings with the SEC (provided provided, that the Stockholder shall provide reasonable prior written notice of any such disclosure will be provided to Parent, the Company and Parent and such Stockholder will consider in good faith the reasonable comments notice shall include a copy of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to any such disclosure). Such The Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that the Company, Parent or Merger Sub (as the case may be) reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and such other information pertaining to this Agreement or the Merger that the Company and Parent (as the case may be) reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide the Company and Parent with any information necessary that either of the foregoing may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder BAM consents to and hereby authorizes Parent the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary or advisable in connection with the OfferTransactions, BAM’s identity and ownership of the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementUnits, the existence of this Agreement and the nature of such StockholderBAM’s commitments and obligations under this Agreement, and such Stockholder BAM acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder BAM agrees to promptly give Parent the Company any information necessary it may reasonably require relating to BAM for the preparation of any such disclosure documents, and such Stockholder BAM agrees to promptly notify Parent the Company of any changes required corrections with respect to any such written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that that, to BAM’s knowledge, any such information shall have become false or misleading in any material respect. The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and thereafter none of the parties to this Agreement or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such press release or other announcement, except for any such release or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 9 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 9 and Section 6.03 of the Merger Agreement shall not apply to any release or announcement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent Shareholder (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent to publish of Shareholder’s identity and disclose in all documents holding of Covered Shares, the nature of Shareholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchangeinformation, and any press release or other disclosure document in each case, that Parent reasonably determines is required to be necessary or advisable disclosed by Applicable Law in any press release, any Current Report on Form 8-K, any statement on Schedule 13D, the Proxy Statement, any other disclosure document in connection with the Offer, Merger Agreement and any filings with or notices to Governmental Authorities in connection with the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees promptly to promptly give to Parent any information necessary it may reasonably request for the preparation of any such documents. Parent (i) consents to and authorizes the publication and disclosure by Shareholder of Parent’s identity, the nature of Parent’s and Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Shareholder reasonably determines is required to be disclosed by Applicable Law in any statement on Schedule 13D or 13G (or amendments thereto) and any other filings with or notices to Governmental Authorities and (ii) agrees promptly to give to Shareholder any information it may reasonably request for the preparation of any such documents, and such Stockholder . Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent and the Company (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not, and shall cause such Stockholder’s Controlled Affiliates and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates not to, make any public announcement or other communication to a third party regarding this Agreement Agreement, the Merger Agreement, the Transactions or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), ) except (i) as may be required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market (provided that that, to the extent legally permitted and reasonably practicable, such Stockholder shall provide reasonable notice to Parent of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise and, if so requested by Parent, use reasonable commercial efforts to cooperate with Parent in obtaining confidential treatment with respect to such disclosure), (ii) solely to the extent that such public announcement or other communication relates to any Proceedings between the Parties, or between the Company, on the one hand, and Parent, Merger Sub or Guarantor, on the other hand, in each case, relating to this Agreement or the Merger Agreement, or (iii) solely to the extent that such public announcement or other communication is consistent with press releases, public disclosures or public statements made by Parent or the Company in compliance with the Merger Agreement and does not include any material information not previously set forth in such press releases, public disclosures or public statements. Such Each Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company, Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger other Transactions or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of Subject Shares owned by Stockholders subject to this Agreementsuch Stockholder’s Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company, Parent may, in Parent’s sole discretion, and Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Each Stockholder agrees to promptly give Parent any information necessary that is in such Stockholder’s possession that Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, however, no Stockholder that is an entity shall have any obligation to provide Parent with any non-public documentation pertaining to its ownership, governance, operations or business affairs, specifically including any limited liability company agreement, partnership agreement, trust agreement or similar agreement that may govern such Stockholder or any direct or indirect entity owners of such Stockholder.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or The Key Stockholder, on his behalf and on behalf of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldCovered Entities, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules required by applicable Law to be filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Merger Agreement or this Agreement(including on Schedule 13D), such the Key Stockholder’s identity, and each Covered Entity’s identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such the Key Stockholder’s commitments and obligations under this Agreement, and such the Key Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretionif required by applicable Law, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Key Stockholder agrees to promptly give Parent any relevant information necessary in his possession that Parent may reasonably require relating to the Key Stockholder or the Covered Entities for the preparation of any such required disclosure documents, and such the Key Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any such written information supplied by such Stockholder him specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Company, Parent (including any Subsidiary thereof) and Merger Sub shall be permitted, upon mutual agreement of the Company and Parent, to disclose in any press release in connection with the Merger and any other transactions contemplated by the Merger Agreement the existence of this Agreement and the nature of the Key Stockholder’s voting obligations under this Agreement.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law Applicable Law. Each Stockholder (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent to publish of such Stockholder’s identity and disclose in all documents holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchangeinformation, and any press release or other disclosure document in each case, that Parent reasonably determines is required to be necessary disclosed by Applicable Law (based on the advice of outside legal counsel) in any press release, the Offer Documents, the Company’s Schedule 14D-9 (in each case, including all schedules and documents filed with the SEC) or advisable any other disclosure document in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments other Transactions and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees to promptly give to Parent and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents. Parent agrees to provide Stockholders and their counsel a reasonable opportunity to review and comment on the disclosures with respect to the Stockholders authorized by the previous sentence, and will give good faith consideration to any comments raised by the Stockholders and their counsel; provided, however, that Parent will not be required to provide any Stockholder or its counsel the opportunity to review any disclosures authorized by the previous sentence if the information with respect to such Stockholder in such disclosures has previously been publicly filed in compliance with the foregoing provisions. Nothing in the foregoing sentence shall limit the ability of a Stockholder to make announcements to its respective limited partners that are consistent in all material respects with prior public disclosures regarding the transactions contemplated hereby. Each Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and Merger Sub agree to promptly give to each Stockholder any information regarding Parent and Merger Sub that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to file with the SEC in connection with the transactions contemplated hereby, including the filing of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided provided, that reasonable prompt written notice of any such disclosure will shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate shall reasonably consult with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder (a) consents to and hereby authorizes the publication and disclosure by Parent to publish of such Stockholder’s identity and disclose in all documents holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and schedules filed with understandings under this Agreement (including, for the SEC or avoidance of doubt, the disclosure of this Agreement) and any other Governmental Entity or applicable securities exchangeinformation, and any press release or other disclosure document in each case, that Parent reasonably determines is required to be necessary disclosed by applicable Law (based on the advice of outside legal counsel) in any press release, the Offer Documents, the Company’s Schedule 14D-9 (in each case, including all schedules and documents filed with the SEC) or advisable any other disclosure document in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments other Transactions and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees to promptly give provide to Parent and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents. Parent agrees to provide Stockholders and their counsel a reasonable opportunity to review and comment on the disclosures with respect to the Stockholders authorized by the previous sentence, and will reasonably consider, in good faith, any reasonable comments provided by the Stockholders and their counsel; provided, however, that Parent will not be required to provide any Stockholder or its counsel the opportunity to review any disclosures authorized by the previous sentence if the information with respect to such Stockholder in such disclosures has previously been publicly filed in compliance with the foregoing provisions. Each Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and Xxxxxx Sub agree to promptly give to each Stockholder any information regarding Parent and Merger Sub that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to file with the SEC in connection with the transactions contemplated hereby, including the filing of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementContemplated Transactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided provided, that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Purchaser and/or their affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Purchaser and/or their affiliates reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, the Purchaser and/or their respective affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective affiliates any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including without limitation, the filing of a Schedule 13D with the SEC which may include this agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement agreement, the Merger Agreement, the Merger Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement agreement and the nature of such Stockholder’s commitments and obligations under this Agreementagreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, of such Stockholder’s identityidentity and holding of Covered Shares, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, and such Stockholder acknowledges in each case, that Parent mayreasonably determines is required to be disclosed by Applicable Law in any press release, any Current Report on Form 8-K, any Statement on Schedule 13D, the Joint Proxy Statement, the Registration Statement, any other disclosure document in Parent’s sole discretion, file this Agreement or a form hereof connection with the SEC Merger Agreement and any filings with or any other notices to Governmental Entity or securities exchange. Such Stockholder Authorities in connection with the Merger Agreement and (b) agrees promptly to promptly give to Parent any information necessary it may reasonably request for the preparation of any such documents. Parent (i) consents to and authorizes the publication and disclosure documentsby any Stockholder of Parent’s identity, the nature of Parent’s and such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that such Stockholder reasonably determines is required to be disclosed by Applicable Law in any Statement on Schedule 13D or 13G (or amendments thereto) and any other filings with or notices to Governmental Authorities and (ii) agrees promptly to give to such Stockholder any information it may reasonably request for the preparation of any such documents. Each party hereto agrees to promptly notify Parent the other parties of any changes required corrections with respect to any information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Government Entity or any stock exchange as determined in the reasonable discretion of such Stockholder in consultation with its counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the First Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law (provided that the Stockholder shall provide reasonable notice of any such disclosure will be provided to Parent, other than an amendment to and such Stockholder will consider in good faith report on Schedule 13D or any filing made pursuant to Section 16 of the reasonable comments of Parent with respect Exchange Act solely to such disclosure disclose this Agreement and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurereport that it has been entered into). Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Merger, and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide Parent with any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder The Advisor shall not, and shall cause its controlled Affiliates (including the Stockholders) not to, make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder the Advisor will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuredisclosure if requested by Parent at Parent’s sole cost and expense). Such Stockholder The Advisor consents to and authorizes (and hereby authorizes agrees that the Stockholders consent and authorize) the publication and disclosure by Parent to publish and disclose in all documents the Company of the Advisor’s and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeStockholders’ identity and holding of the Covered Shares, and the terms of this Agreement (including the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any and the other transactions contemplated by the Business Combination Merger Agreement or this Agreement(provided that reasonable notice of any such disclosure will be provided to the Advisor, and Parent will consider in good faith the reasonable comments of the Advisor with respect to such Stockholder’s identitydisclosure), the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments Advisor acknowledges (and obligations under this Agreement, and such Stockholder acknowledges hereby agrees that the Stockholders acknowledge) that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder The Advisor agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder the Advisor agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder the Advisor specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not, and shall direct their respective Representatives not to, make any public announcement regarding this Agreement or the transactions contemplated hereby hereby, the Merger Agreement or the Transactions contemplated thereby, or any Takeover Proposal without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except in an amendment to any Schedule 13D filed by such Stockholder or as may otherwise be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate shall reasonably consult with Parent in obtaining confidential treatment and Merger Sub with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayand Merger Sub may (provided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, in Parent’s sole discretionsuch approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information reasonably necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, each of Parent and Merger Sub hereby consents to and authorizes the publication and disclosure by Stockholder (including in a Schedule 13D or any other publicly filed documents related to the Merger, the Offer or any other transactions contemplated by the Merger Agreement) of the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Stockholder reasonably determines to be necessary in any SEC disclosure document in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; provided, that Stockholder shall provide Parent and Merger Sub with the opportunity to review and comment on any SEC disclosure document before such document is filed or otherwise made publicly available, and Stockholder shall consider such comments by Xxxxxx and Merger Sub in good faith.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith Parent to the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureextent reasonably practicable). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeSEC. Such Stockholder agrees agrees, as to himself or itself, to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Unitholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, ). Parent acknowledges it has been advised by each Unitholder of an obligation and such Stockholder will consider in good faith intent of that Unitholder to file a Schedule 13D with the reasonable comments of Parent SEC with respect to such disclosure the Unitholder’s obligations under this Agreement, and otherwise cooperate with Parent in obtaining confidential treatment with respect consents to such disclosure)that filing. Such Stockholder Unitholder consents to and hereby authorizes the Parent Entities and the Partnership to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that the Parent Entities reasonably determines determine to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderUnitholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementUnits, the existence of this Agreement and the nature of such StockholderUnitholder’s commitments and obligations under this Agreement, and such Stockholder Unitholder acknowledges that the Parent Entities and the Partnership may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. For the avoidance of doubt, no consent of the Unitholder shall be required to file and accurately describe contracts to which any Unitholder is a party or is otherwise referenced therein in compliance with Parent’s reporting obligations under the Securities Exchange Act of 1934. Such Stockholder Unitholder agrees to promptly give Parent and the Partnership any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Unitholder agrees to promptly notify Parent and the Partnership, as applicable, of any changes required corrections with respect to any written information supplied by such Stockholder Unitholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of thus Agreement until the Closing, the Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Merger and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such The Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Merger and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)Law. Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Offer and any other transactions contemplated by the Business Combination Agreement or this Transaction Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent maymay (provided that the Stockholder shall have a reasonable opportunity to review, in Parent’s sole discretioncomment and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information reasonably necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent hereby consents to and authorizes the publication and disclosure by Stockholder (including in a Schedule 13D or any other publicly filed documents related the Offer or any other transactions contemplated by the Transaction Agreement) of the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Stockholder reasonably determines to be necessary in any SEC disclosure document in connection with the Offer or any of the other transactions contemplated by the Transaction Agreement or this Agreement.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes Parent the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContributed Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent the Company any information necessary it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, . The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and such Stockholder agrees thereafter none of the parties to promptly notify Parent this Agreement or any of their respective Affiliates shall issue or cause the publication of any changes press release or other announcement with respect to information supplied by the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such Stockholder specifically press release or other announcement, except for use in any such disclosure documentrelease or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, if the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 11 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 11 and Section 6.03 of the Merger Agreement shall not apply to the extent that any such information shall have become false release or misleading in any material respectannouncement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes Parent the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent the Company any information necessary it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent the Company of any changes required corrections with respect to any such written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that that, to such Stockholder’s knowledge, any such information shall have become false or misleading in any material respect. The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and thereafter none of the parties to this Agreement or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such press release or other announcement, except for any such release or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 11 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 11 and Section 6.03 of the Merger Agreement shall not apply to any release or announcement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. Such Stockholder Unitholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent and the Partnership (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurePartnership). Such Stockholder Unitholder consents to and hereby authorizes the Parent Entities and the Partnership to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that the Parent Entities reasonably determines determine to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderUnitholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCommon Units and Class B Units set forth on Schedule A hereto, the existence of this Agreement and the nature of such StockholderUnitholder’s commitments and obligations under this Agreement, and such Stockholder Unitholder acknowledges that the Parent Entities and the Partnership may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder Unitholder agrees to promptly give Parent and the Partnership any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Unitholder agrees to promptly notify Parent and the Partnership, as applicable, of any changes required corrections with respect to any written information supplied by such Stockholder Unitholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Governmental Entity or the Nasdaq or any other national securities exchange as determined in the reasonable discretion of the Stockholder in consultation with his, her or its counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Merger Sub will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not, and shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeas required under applicable Law. Such The Stockholder agrees to promptly give Parent any information necessary in the possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Company Stockholder or its Affiliates shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent and the Company (in each case, such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureCompany). Such Each Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or the Company reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Transactions and any other transactions contemplated by the Business Combination Agreement or this Transaction Agreement, such Company Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that each of Parent and the Company may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Each Company Stockholder agrees to promptly give Parent and the Company any information necessary they may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent and the Company of any changes required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent and the Company shall in any instance where such Company Stockholder or information relating thereto is disclosed, use their respective reasonable best efforts to provide drafts of such disclosures with sufficient time to enable such Company Stockholder to review and provide comments on such disclosures and Parent and Company shall in good faith consider incorporating any reasonable modifications requested by such Company Stockholder.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent The Stockholder: (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder a) consents to and hereby authorizes Parent the publication and disclosure by Parent, Acquisition Sub or the Company, as applicable, of the Stockholder’s identity and holdings of Subject Shares, the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent, Acquisition Sub or the Company, as applicable, reasonably determines is required to publish and disclose be disclosed by applicable Legal Requirements in all documents and schedules any press release, any of the Offer Documents, the Schedule 14D-9 or any other disclosure document (whether or not filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable SEC) in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments other Contemplated Transactions; and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder (b) agrees to promptly give Parent to Parent, Acquisition Sub or the Company, as applicable, any information necessary it may reasonably require for the preparation of any such disclosure documents. The Stockholder: (i) represents and warrants that none of the information provided by or on behalf of the Stockholder pursuant to this Section 2 will, at the time it is so provided, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and such Stockholder (ii) agrees to promptly notify Parent Parent, Acquisition Sub and the Company, as applicable, of any changes required corrections with respect to information supplied by such Stockholder specifically for use in any such disclosure documentinformation, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any such press release or make any public statement without the written approval of Parent, except as may be required by applicable Legal Requirements.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Acquisition Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Body or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Acquisition Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Such Stockholder makes no representations, and shall have no liability to Parent, Acquisition Sub or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Acquisition Sub, the Company or any of their respective Affiliates (other than such Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Except (i) as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), or (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6, the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby Contemplated Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Merger Sub or the Company, as applicable, may, in Parent’s or the Company’s, as applicable, sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body; provided that Parent and Merger Sub shall not publish or securities exchangedisclose the Stockholder’s identity in a press release without the Stockholder’s prior approval. Such The Stockholder agrees to use its reasonable best efforts to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to use its reasonable best efforts to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent shall, and shall cause the Company to, provide the Stockholder with advance notice and an opportunity to review any such publication that discloses the Stockholder’s identity, and will implement any reasonable comments made by the Stockholder.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Merger Sub or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Merger Sub, the Company or any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of of, and an opportunity to review and comment on (which comments shall be considered by the Stockholder in good faith), any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent the Acquirer Parties to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any each press release or other disclosure document that Parent any Acquirer Party reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that Parent the Acquirer Parties may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority (provided that, in each circumstance described in this sentence, the Acquirer Parties shall provide the Stockholder with reasonable notice of, and an opportunity to review and comment on such disclosure (which comments shall be considered by Acquirer Parties in good faith). Such The Stockholder agrees to promptly give provide Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any of the other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not make any public announcement regarding announcement, statement or other disclosure with respect to this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice or at the request of any such the SEC or other Governmental Authority. Parent and Purchaser hereby acknowledge and agree to the disclosure will be provided to Parentby each Stockholder of the nature of each Stockholder’s commitments, arrangements and such Stockholder will consider understandings under this Agreement in good faith the reasonable comments of Parent with respect an amendment to such disclosure Stockholders’ Schedule 13D filing with the SEC and otherwise cooperate with Parent in obtaining confidential treatment with respect the inclusion of this Agreement as an exhibit to such disclosure)filing. Such Each Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable is required in connection with the Offer, this Agreement or the Merger Agreement or any other the transactions contemplated by the Business Combination Agreement hereby or this Agreementthereby, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Each Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Each Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than such Stockholder as and to the extent provided by Stockholder pursuant to the immediately preceding sentence), or with respect to any other information contained in any such disclosure documents.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayedwithheld with respect to statements made in support of the Transactions), except as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, Parent and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate shall reasonably consult with Parent in obtaining confidential treatment and Purchaser with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Company Stockholder Meeting, the Merger or and any other transactions contemplated by the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent mayand Purchaser may (provided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, in Parent’s sole discretionsuch approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, the Stockholder shall not make any public announcement regarding this Agreement or Agreement, the Contemplated Transactions and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except (a) as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such The Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder shall not make any public announcement regarding this Agreement or and the Merger Agreement and the transactions contemplated hereby and thereby without the prior written consent of Parent (Parent; provided, however, that such consent shall not to be unreasonably withheld, conditioned or delayed), except as may be required to the extent that any such announcement is consistent with the prior public announcements made by applicable Law (provided that reasonable notice the Company in connection with this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby; provided, further, that, to the extent practicable, such Shareholder shall give Parent an opportunity to review the portions of any such disclosure will be announcement that describe this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby prior to its release; and provided, further, that such Shareholder may redact or remove from the announcement that has been provided to Parent, and such Stockholder will consider in good faith Parent for review hereunder any statements regarding the reasonable comments of Parent with respect financial impact to such disclosure Shareholder of this Agreement, the Merger Agreement and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated hereby and thereby. Such Stockholder consents to and Shareholder hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respectEntity.

Documentation and Information. Such No Stockholder shall (and the Stockholders shall cause their respective controlled Affiliates, excluding the Company, not to) make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuredisclosure if requested by Xxxxxx). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any Mergers and/or the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Each Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required to be disclosed by applicable Law Law, including disclosures pursuant to Exchange Act Section 13(d) and Section 16 (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). The Shareholders hereby notify Parent that they (i) intend to jointly file an amendment to their Schedule 13D filed on June 30, 2016 to disclose their entry into this Agreement and the transactions contemplated hereby and (ii) each intend to file reports on Form 4 to disclose the sale of the applicable Subject Shares. Such Stockholder Shareholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser may file this Agreement or a form hereof with the SEC or with any other Governmental Entity or securities exchangeEntity. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of of, and opportunity to comment on, any such disclosure will be provided to the Company and Parent), and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including the disclosure of this Agreement), in any press release or release, the Proxy Statement (defined below) and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Except as required by applicable Law, Shareholders shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (withheld in Parent’s sole discretion); provided that reasonable notice Shareholders may disclose the terms of any such disclosure will be provided to Parent, this Agreement and such Stockholder will consider file a copy hereof in good faith a Schedule 13D filed with the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)SEC. Such Stockholder consents Shareholders consent to and hereby authorizes Parent authorize Parent, the Company and the Surviving Entity to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, the Company or the Surviving Corporation reasonably determines to be necessary or advisable in connection with the Offer, the Merger or Agreement and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, Shareholders’ identities and ownership of and interests in the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges Shareholders acknowledge that Parent Parent, the Company and the Surviving Entity may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees Shareholders agree to promptly give Parent Parent, the Company and the Surviving Entity any information necessary that is in their possession that Parent, the Company or the Surviving Entity may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees Shareholders agree to promptly notify Parent Parent, the Company and the Surviving Entity of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that Shareholders shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such a) Each Stockholder consents to and hereby authorizes Parent to publish the publication and disclose in all documents disclosure by Xxxxxx and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeCompany of such Stockholder’s identity and holding of the Covered Shares, the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), and any other information that Parent or the Company reasonably determines is required to be disclosed by applicable Law, in any press release or release, the Proxy Statement and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Transactions. Each Stockholder acknowledges that Parent mayParent, Merger Sub and the Company, in Parent’s or the Company’s sole discretion, as applicable, may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent and the Company any information necessary they may reasonably request for the preparation of any such disclosure documents. (b) Each Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent and the Company, except (x) as may be required by applicable Law, (y) ordinary course disclosure and communication to existing or prospective general or limited partners, equity holders, members, managers and investors of such Stockholder agrees or any Affiliate of such Stockholder, in each case who are subject to promptly notify Parent of any changes customary confidentiality restrictions or (z) ordinary course public disclosures, including marketing announcements and general advertisements, consistent with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if past practice and to the extent that consistent with public statements and disclosures previously made by Parent. (c) If applicable and to the extent required under applicable Law, such Stockholder shall promptly and in accordance with applicable Law amend their Schedule 13D or Schedule 13G filed with the SEC to disclose this Agreement and, such Stockholder shall provide a draft of such amendment to Parent and Merger Sub and consider any reasonable comments in good faith prior to such information shall have become false or misleading in any material respectfiling.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of of, and opportunity to comment on, any such disclosure will be provided to the Company and Parent), and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including the disclosure of this Agreement), in any press release or release, the Proxy Statement, Schedule 13E-3 and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any and the other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Merger Agreement, and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto) or with respect to customary internal communications to its and its controlled Affiliates’ limited partners that are subject to confidentiality obligations, prior to the consummation of the Merger, the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent Parent, Intermediate Holdco and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent Parent, Intermediate Holdco or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent Parent, Intermediate Holdco and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority; provided that, other than any such disclosure that describes the transactions contemplated by the Merger Agreement or securities exchangethis Agreement as a factual matter, the Stockholder shall have a reasonable opportunity to review and comment upon any such disclosure prior to any such filing, which comments Parent, Intermediate Holdco and Merger Sub shall consider in good faith. Such The Stockholder agrees to promptly give Parent any information that is reasonably necessary for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Promptly after the execution and delivery of this Agreement, Parent and the Stockholder shall cooperate to prepare and file with the SEC any required disclosure statements on Schedule 13D or any amendments or supplements thereto, as applicable, relating to the Merger Agreement, this Agreement and the transactions contemplated hereby and thereby.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Each Shareholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules required to be filed (in Parent’s reasonable discretion) with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require relating to such Shareholder for the preparation of any such required disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any such written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Company, Parent (including any Subsidiary thereof) and Merger Sub shall be permitted to disclose in any press release in connection with the Merger and any transactions contemplated by the Merger Agreement the existence of this Agreement and the nature of the Shareholders’ commitments and obligations under this Agreement, subject to the prior written (which may include by email) consent of the Shareholders (such consent not to be unreasonably withheld, conditioned or delayed) with respect to the form and content thereof.

Documentation and Information. Such Stockholder shall not, and shall cause each of his, her or its Representatives or Affiliates not to, make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). If either party reasonably believes that any statements are required by law or regulation, and such Stockholder will consider party shall consult with the other party regarding the content of such statements. None of the Stockholders or any of their Representatives or Affiliates shall take any action or make any public statement, whether or not in good faith writing, that disparages or denigrates the reasonable comments Merger Agreement, the parties thereto or any of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated thereby. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identityidentity and ownership of the Subject Shares, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSeller Stock Options and Seller Restricted Stock Units, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identity, the aggregate number 's identity and ownership of such Stockholder's Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s 's commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s 's sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding During the term of this Agreement (i) the Stockholders shall have the right to approve of any disclosure by Parent and its affiliates relating to the Stockholders’ identity and holding of the Covered Shares and the nature of their commitments and obligations under this Agreement in any press release (which approval may be given by counsel to the Stockholders), (ii) the Stockholders shall have the right to review and reasonably comment on any announcement or the transactions contemplated hereby without the prior written consent of Parent (such consent not disclosure required to be unreasonably withheld, conditioned or delayed), except as may be required filed by applicable Law Parent by (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with A) the SEC or any other Governmental Entity Entity, (B) the Proxy Statement or applicable securities exchange(C) the Schedule 13E-3, and or any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any of the other transactions contemplated by the Business Combination Merger Agreement or this Agreement, such Stockholder’s identityin each case, disclosing the aggregate number Stockholders’ identity and holding of Subject the Covered Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s their commitments and obligations under this Agreement, Agreement and such (ii) each Stockholder acknowledges that and Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any agrees promptly to give to each other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent party any information necessary such party may reasonably request for the preparation of any such disclosure documents, . Each Stockholder and such Stockholder agrees to Parent shall promptly notify Parent the other parties of any changes required corrections with respect to any written information supplied by such Stockholder party specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. No Stockholder shall, or shall permit any of its affiliates (excluding, for the avoidance of doubt, the Company) or their respective Representatives to, issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any national securities exchange or Governmental Entity to which such Stockholder is subject or submits.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure other than an amendment to its report on Schedule 13D to disclose this Agreement and report that it has been entered into will be provided to Parent, if permitted and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureas soon as practicable). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided, however, that Parent and Merger Sub shall provide Stockholder with an advance copy of, and reasonable opportunity to comment on, any such press release. The Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, without limitation, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Target to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeU.S. Securities and Exchange Commission (“SEC”), including, without limitation, Schedule 14A, and published and disclosed to Parent and Target shareholders, including, without limitation, preliminary and definitive proxy statements, circulars, and additional solicitation materials, and any press release or other disclosure document that Parent or Target reasonably determines to be necessary or advisable in connection with the OfferMerger and any of the other Transactions, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, in each case regarding such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or Parent reasonably determines is required to be disclosed by law, and such Stockholder acknowledges that Parent and Target may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of the Company and Parent 4861-5946-8346 v.2 (such consent not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law Law, including, without limitation, applicable filings with the SEC (provided provided, that the Stockholder shall provide reasonable prior written notice of any such disclosure will be provided to Parent, the Company and Parent and such Stockholder will consider in good faith the reasonable comments notice shall include a copy of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to any such disclosure). Such The Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that the Company, Parent or Merger Sub (as the case may be) reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement Agreement, and the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and such other information pertaining to this Agreement or the Merger that the Company and Parent (as the case may be) reasonably determines is required to be disclosed by Law, and such the Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s their respective sole discretion, file this Agreement or a form hereof with the SEC or any other applicable Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give provide the Company and Parent with any information necessary that either of the foregoing may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent if it becomes aware of any changes required corrections with respect to any information regarding this Agreement supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not, and shall cause its controlled affiliates and its and their respective Representatives not to, make any public announcement or other communication to a third party regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent the Company (such consent not to be unreasonably withheld, conditioned or delayed), ) except as may be required by applicable Law (provided that reasonable notice of any such disclosure required by applicable Law will be provided to Parentthe Company, and such Stockholder will consider in good faith the reasonable comments of Parent the Company with respect to such disclosure and otherwise cooperate with Parent the Company in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that the Company, Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger Transactions or any other transactions contemplated by this Agreement and the Business Combination Agreement or this Merger Agreement, such Sxxxxxxxxxx’s identity and ownership of such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parenteach Party’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent the Company any information necessary that is in its possession that the Company may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent the Company of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and in any press release or other disclosure document that Parent reasonably determines to be necessary or advisable identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody to the extent required by Law. Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information necessary it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder’s record or beneficial ownership of shares of Common Stock), if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and the Company, except as may be required by applicable Law (provided that reasonable notice of of, and opportunity to comment on, any such disclosure will be provided to ParentParent and the Company), and such each Stockholder will consider in good faith the reasonable comments of Parent and the Company with respect to such disclosure and otherwise cooperate with the Parent and the Company in obtaining confidential treatment with respect to such disclosuredisclosure (at the sole cost and expense of Parent or the Company, as applicable); provided, however, that after the issuance of any press release or the making of any public statement by Parent or the Company or by any Stockholder with respect to which the foregoing consultation procedures have been followed, any Stockholder may issue such additional publications or press releases and make such other customary announcements without consulting Parent so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with those issued or made by Parent or the Company or respect to which the other party had consented (or been consulted) in accordance with the terms of this ‎sentence. Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent to publish and disclose in all documents the Company of such Stockholder’s identity and schedules filed with holding of the SEC or any other Governmental Entity or applicable securities exchangeCovered Shares, and the terms of this Agreement (including the disclosure of this Agreement), in any press release or release, the Proxy Statement, any applicable Current Report on Form 8-K and any other disclosure document that Parent reasonably determines to be necessary or advisable required in connection with the OfferMerger Agreement, the Merger or any and the other transactions contemplated by the Business Combination Merger Agreement or this Agreement(provided that reasonable notice of, and opportunity to comment on, any such Stockholder’s identitydisclosure will be provided to the Stockholders, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and Parent and the nature Company will consider in good faith the reasonable comments of the Stockholders with respect to such Stockholder’s commitments and obligations under this Agreementdisclosure), and such each Stockholder acknowledges that Parent and the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Each Stockholder agrees to promptly give the Company and Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify the Company and Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. The Stockholders shall, if applicable and required, promptly and in accordance with applicable law amend their Schedule 13D filed with the SEC to disclose this Agreement and shall provide a draft of such amendment to Parent and the Company for their review and will consider in good faith the reasonable comments of Parent and the Company thereto prior to making such filing. Parent shall not make any public announcement regarding any Stockholder or this Agreement without the prior written consent of such Stockholder (such consent not to be unreasonably withheld, conditioned or delayed) and the Company, except as may be required by applicable Law.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and in any press release or other disclosure document that Parent reasonably determines to be necessary or advisable identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody to the extent required by Law. Such The Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information necessary it may reasonably require with respect to the Stockholder and the Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure documentdocument (including any change in the Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make agrees that any public announcement regarding by Stockholder relating to the transaction contemplated by this Agreement and the Merger Agreement will be made solely in Stockholder’s capacity as a director or officer of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldCompany, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of and any such disclosure will public announcement shall be provided governed by the terms and conditions of the Merger Agreement, subject to Parent, and such Stockholder will consider in good faith Stockholders’ ability to comply with required disclosures relating to this Agreement under the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)securities Laws. Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand/or, if applicable, Company Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall agrees not to make any public announcement regarding this Agreement or the transactions contemplated hereby or by the Merger Agreement without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureas soon as practicable). Such Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by of the Business Combination Agreement or this AgreementTransactions, such Stockholder’s identity, the aggregate number identity and ownership of such Stockholder’s Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such . Each Stockholder acknowledges that Parent or Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Each Stockholder agrees to promptly give Parent any information necessary Parent may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Government Entity or any stock exchange as determined in the reasonable discretion of the Stockholder in consultation with his counsel (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the First Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser will file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such The Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such From the date of this Agreement until the Closing, such Stockholder shall not make any public announcement regarding this Agreement or and the other transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to Parent, and ) or (b) to the extent such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, Offer and the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementMerger, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Purchaser may file this Agreement or a form hereof with the SEC or any other Governmental Entity Entity; provided that in any such case the Stockholders shall have a reasonable opportunity to review and approve in advance that portion of any publication or securities exchangedisclosure related to the Stockholder, the Subject Shares or this Agreement, such approval not to be unreasonably withheld, conditioned or delayed. Such Stockholder agrees to promptly give Parent and the Company any information necessary either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such The Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may the Stockholder reasonably determines (based on the advice of its legal counsel) is required to be required disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, ) or (b) for any such announcement that is supportive of the transactions contemplated by the Merger Agreement and such Stockholder will consider not inconsistent with any press release issued by Parent or the Company in good faith connection with or relating to the reasonable comments of Parent with respect to such disclosure Merger and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)the transactions contemplated thereby. Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such the Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines, after consultation with outside counsel, is required to be disclosed by Law, and such the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation Authority (provided that notice of any such disclosure documents, and such will be provided to the Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respectreasonably practicable).

Documentation and Information. Such Stockholder Shareholder (solely in his or her capacity as a shareholder of the Company) shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement, including any Schedule 13D, Form 4 or other filing required by the SEC (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Shareholder consents to and hereby authorizes Parent Xxxxxx and Merger Sub to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such StockholderShareholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder Shareholder (solely in his or her capacity as a shareholder of the Company) shall not make any public announcement regarding this Agreement or Agreement, the transactions contemplated hereby hereby, the Merger Agreement, the Offer, the Merger or the other Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder Shareholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules schedules, including any Offer Documents, filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such StockholderShareholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such StockholderShareholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder Shareholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Subsidiary to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Subsidiary reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this Agreementand/or, if applicable, Company Stock Options or Company Restricted Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, and Merger Subsidiary may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not, and shall direct his Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identityidentity and ownership of the Subject Shares, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCompany Stock Options and Company RSU Awards, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeAuthority as required under applicable Law. Such The Stockholder agrees to promptly give Parent any information necessary the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such No Company Stockholder shall not make any public announcement or statement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or legal process (provided that reasonable notice of any such disclosure will be provided to ParentParent to the extent permitted by applicable Law); provided, and such that the foregoing shall not apply to any disclosure required to be made by any Company Stockholder will consider in good faith to the reasonable comments SEC or other Governmental Entity, including any amendment of Parent with respect to any Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and otherwise cooperate with the Merger Agreement and the public statements made by the Company and Parent in obtaining confidential treatment with respect pursuant to such disclosure)the terms of the Merger Agreement. Such Each Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Company Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementSecurities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that Parent may, in Parent’s sole Annex C-10 discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeEntity. Such Each Company Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent shall in any instance where the Company Stockholders or information relating thereto is disclosed, use its reasonable best efforts to provide drafts of such disclosures with sufficient time to enable the Company Stockholders to review and provide comments on such disclosures and Parent shall in good faith consider incorporating any reasonable modifications requested by such Company Stockholder.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and in any press release or other disclosure document that Parent reasonably determines to be necessary or advisable identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody to the extent required by Law. Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information necessary it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not, and shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identityidentity and ownership of the Subject Shares[, the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCompany Stock Options and Company RSUs], the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent may, in Parent’s sole discretion, and Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeas required under applicable Law. Such The Stockholder agrees to promptly give Parent any information necessary in the possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except (i) as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), or (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6, the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby Contemplated Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such The Stockholder consents to and hereby authorizes Parent and Xxxxxx Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such the Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementCovered Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Merger Sub or the Company, as applicable, may, in Parent’s or the Company’s, as applicable, sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Body; provided that Parent and Merger Sub shall not publish or securities exchangedisclose the Stockholder’s identity in a press release without the Stockholder’s prior approval. Such The Stockholder agrees to use its reasonable best efforts to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to use its reasonable best efforts to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent shall, and shall cause the Company to, provide the Stockholder with advance notice and an opportunity to review any such publication that discloses the Stockholder’s identity, and will implement any reasonable comments made by the Stockholder.

Documentation and Information. Such Each Stockholder shall not, and shall cause such Stockholder’s Controlled Affiliates and such Stockholder’s and such Stockholder’s Controlled Affiliates’ respective officers, agents and other representatives not to, make any public announcement or other communication to a third party regarding this Agreement Agreement, the Merger Agreement, or the transactions contemplated thereby or hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice in accordance with Section 6.12 of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)Merger Agreement. Such Each Stockholder consents to and hereby authorizes the Company and Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or Parent reasonably determines to be necessary or advisable in connection with the OfferMerger, the other transactions contemplated by the Merger Agreement or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number identity and ownership of Subject Shares owned by Stockholders subject to this Agreementsuch Stockholder’s Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company and Parent may, in Parent’s sole discretion, may file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Each Stockholder agrees to promptly give Parent any information necessary that is in such Stockholder’s possession that Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement or and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, including, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirements, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), Stockholder (in its capacity as such) shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law federal securities law, in which case Parent shall have a reasonable opportunity to review and comment on such communication, and (provided that reasonable notice of b) for any such disclosure will be provided to communication that is materially consistent with previous public announcements by the Company or Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchangeSEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger or and any other transactions contemplated by the Business Combination Agreement or this Merger Agreement, such Stockholder’s identity, identity and ownership of the aggregate number of Subject Shares owned by Stockholders subject to this AgreementShares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchangeBody. Such Stockholder agrees to promptly give Parent any information necessary it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Documentation and Information. Such Each Stockholder shall not, and shall cause its controlled affiliates and its and their respective Representatives not to, make any public announcement or other communication to a third party regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), ) except [(i)]1 as may be required by applicable Law (provided that reasonable notice of any such disclosure required by applicable Law will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure)) [, and (ii) disclosures to the current limited partners or members of such Stockholder to the extent required pursuant to the terms of its limited partnership or operating agreement (or comparable governing fund document) as in effect on the date of this Agreement, provided that all such limited partners or members are subject under the limited partnership or operating agreement (or comparable governing fund document) to confidentiality obligations limiting the disclosure of any such communicated information and prohibiting the public announcement or disclosure of such information on terms substantially similar to those set forth in this Section 4.5]2. Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity Authority or applicable securities exchange, and any press release or other disclosure document that the Company, Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the OfferMerger, the Merger Transactions or any other transactions contemplated by the Business Combination this Agreement or this the Convertible Note Purchase Agreement, such Stockholder’s identity, the aggregate number identity and ownership of Subject Shares owned by Stockholders subject to this Agreementsuch Stockholder’s Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity Authority or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary that is in its possession that Parent may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes required corrections with respect to any written information supplied by such Stockholder it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.