Common use of Documentation and Information Clause in Contracts

Documentation and Information. Each Stockholder (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 press release or any other disclosure document required in connection with the Merger or any transactions contemplated 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 approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, any information 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, as promptly as practicable, of any 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 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. Each Stockholder 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), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The VC Shareholder (i) consents to and authorizes the publication and disclosure by Parent the Investor of its such VC Shareholder’s identity and holdings holding of the Stockholder Owned Shares and the Stockholder Owned Units and such VC Shareholder’s Subject Shares, the nature of such StockholderVC Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in any press release each case, that the Investor 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 required in connection with the Merger or Offer (including a Schedule 13D), the Issuance and any transactions other transaction contemplated by the Merger Transaction Agreement, and the inclusion of any such information in any press release; provided, however, that (A) the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication or disclosure (except for filings required under and will consider the Exchange Act or any comments of such publication or disclosure as may be required by applicable Law) shall be subject to the prior written approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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 LawVC Shareholder in good faith, and (ii) will use its commercially reasonable efforts agrees promptly to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, the Investor any information reasonably related to the foregoing as it may reasonably require for request in connection with the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. Each Stockholder will use its commercially reasonable efforts The VC Shareholder agrees to promptly notify Parent, as promptly as practicable, the Investor of any required corrections with respect to any written information supplied by or on behalf of such Stockholder VC Shareholder specifically for use in any such disclosure document, if and to the extent such Stockholder becomes aware that any such information has shall have 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. Each The Stockholder hereby (ia) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Stockholder Owned Subject Shares and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements its commitments and understandings obligations under this Agreement, Agreement in any press release announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document required or filing with or notice to a Governmental Entity in connection with the Merger Mergers or any of the transactions contemplated 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 approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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, and (iib) will use its commercially reasonable efforts to give to Parent, agrees as promptly as practicable after such Stockholder receives a written request therefor from Parentto give to CPT, Inuvo and Parent any information reasonably related to the foregoing as it may reasonably require for the preparation of any such disclosure documents. Each The Stockholder will use its commercially reasonable efforts hereby agrees to notify Parent, as promptly as practicablepracticable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent such Stockholder becomes aware that any such information has become false shall 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. Each The Stockholder hereby agrees not to issue notify Inuvo and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of CPT of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and 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 the Department of Justice, and any press release or make other disclosure document or filing in connection with the Mergers or any other public statement with respect to this Agreement, of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the transactions contemplated thereby without other party’s identities and the prior written consent nature of Parent, except for filings required the Stockholder’s commitments and obligations 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 disclosurethis Agreement.

Documentation and Information. Each Stockholder Shareholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Xxxxxx Partner and Remainco, except as may be required by applicable Law (i) provided that reasonable notice of any such disclosure will be provided to Merger Partner and Remainco, and Shareholder will consider in good faith the reasonable comments of Merger Partner and Remainco with respect to such disclosure and otherwise cooperate with Xxxxxx Partner and Remainco in obtaining confidential treatment with respect to such disclosure). Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Xxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by Parent Xxxxxx Partner and Remainco of its Shareholder’s identity and holdings holding of (or voting power over) the Stockholder Owned Shares Covered Shares, and the Stockholder Owned Units and terms of this Agreement (including, for the nature avoidance of such Stockholder’s commitmentsdoubt, arrangements and understandings under the disclosure of this Agreement), in any press release or release, the Joint Proxy Statement/Prospectus and any other disclosure document required in connection with the Merger Agreement, the other Transaction Documents and the consummation of the Contemplated Transactions, and Shareholder acknowledges that Xxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any transactions contemplated by the Merger Agreement; provided, that (A) any such publication other Governmental Authority 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 securities exchange. Shareholder agrees to the prior written approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) promptly give Xxxxxx Partner and (B) to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Remainco any information 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 , and Shareholder agrees to promptly notify Parent, as promptly as practicable, Xxxxxx Partner and Remainco of any 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 such Stockholder becomes aware that any such information has shall have 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. Each Stockholder Except as required by applicable law (i) including without limitation the filing of a Schedule 13D or Schedule 13G or amendment thereto, as applicable, with the SEC which may include this Agreement as an exhibit thereto), the Shareholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent; provided, however, that such consent shall not be required to the extent that any such announcement is consistent with the prior public announcements made by the Company in connection with this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby. The Shareholder consents to and hereby authorizes Parent and Sub to publish and disclose in all documents and schedules filed with the publication SEC, 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 press release or any other disclosure document required that Parent or Sub reasonably determines to be necessary in connection with the Offer, the Merger or and any transactions contemplated by the Merger Agreement; provided, the Shareholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Shareholder’s commitments and obligations under this Agreement, and the Shareholder acknowledges that (A) any such publication Parent and Sub may in Parent’s sole discretion, file this Agreement or disclosure (except for filings required under a form hereof with the Exchange Act SEC or any such publication or disclosure as may be required by applicable Law) shall be subject other Governmental Entity. The Shareholder agrees to the prior written approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Parent any information 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 , and the Shareholder agrees to promptly notify Parent, as promptly as practicable, Parent of any 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 such Stockholder becomes aware that any such information has shall have 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. 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), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. Each Stockholder VC Shareholder (i) consents to and authorizes the publication and disclosure by Parent the Investor of its such VC Shareholder’s identity and holdings holding of the Stockholder Owned Shares and the Stockholder Owned Units and such VC Shareholder’s Subject Shares, the nature of such StockholderVC Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in any press release each case, that the Investor 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 required in connection with the Merger or Offer (including a Schedule 13D), the Issuance and any transactions other transaction contemplated by the Merger Transaction Agreement, and the inclusion of any such information in any press release; provided, however, that (A) the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication or disclosure (except for filings required under and will consider the Exchange Act or any comments of such publication or disclosure as may be required by applicable Law) shall be subject to the prior written approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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 LawVC Shareholder in good faith, and (ii) will use its commercially reasonable efforts agrees promptly to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, the Investor any information reasonably related to the foregoing as it may reasonably require for request in connection with the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. Each Stockholder will use its commercially reasonable efforts VC Shareholder agrees to promptly notify Parent, as promptly as practicable, the Investor of any required corrections with respect to any written information supplied by or on behalf of such Stockholder VC Shareholder specifically for use in any such disclosure document, if and to the extent such Stockholder becomes aware that any such information has shall have 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. Each The Stockholder (i) consents to and authorizes the publication and disclosure by Parent of its identity and holdings of the Stockholder Owned Shares shall not make any public announcement regarding this Agreement and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger or any transactions contemplated by hereby without the Merger Agreement; providedprior written consent of Parent, that (A) any such publication or disclosure (except for filings required under and to the Exchange Act or any such publication or disclosure extent as may be required by applicable Law) shall Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto, and provided that, except for any such Schedule 13D, reasonable notice of any such disclosure will be subject provided to Parent to the prior written approval extent permitted by applicable Law). The Stockholder consents to and hereby authorizes Parent and Merger Sub (and, if applicable, the Company) to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub (or, if applicable, the Company) reasonably determines to be necessary in connection with the Offer, the Merger and any Transactions, the Stockholder’s identity and ownership of the Stockholders Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement (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, such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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), and the Stockholder acknowledges that Parent and Merger Sub (iior, if applicable, the Company) will use its commercially reasonable efforts may file this Agreement or a form hereof with the SEC or any other Governmental Entity, subject to redaction of the Stockholder’s contact information included on Schedule A. The Stockholder agrees to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Parent any information reasonably related to the foregoing as it may reasonably require request for the preparation of any such disclosure documents. Each , and the Stockholder will use its commercially reasonable efforts agrees to promptly notify Parent, as promptly as practicable, Parent of any 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 such Stockholder becomes aware that any such information has shall have 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. Each Such Stockholder (i) consents to and authorizes the publication and disclosure by Parent of its identity and holdings of the Stockholder Owned Shares shall not make any public announcement regarding this Agreement and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger or any transactions contemplated 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 hereby without the prior written approval consent of Parent and the Stockholders Company (such approval consent not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable), each Stockholder shall be afforded a reasonable opportunity to review and comment on any such publication or disclosure required under the Exchange Act or except as may be required by applicable Applicable Law. In the event such Stockholder amends their Schedule 13D or Schedule 13G filed with the SEC to disclose this Agreement, 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 filing. Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that the Company, Parent or Merger Sub or their Affiliates reasonably determines to be necessary in connection with the Merger Agreement, the Merger and any of the other transactions contemplated by this Agreement or the Merger Agreement, in each case regarding such Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement, the nature of such Stockholder’s commitments and obligations under this Agreement and the Merger Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Applicable Law, and (ii) will use its commercially reasonable efforts to give to such Stockholder acknowledges that Parent, 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 Authority. Such Stockholder agrees to promptly as practicable after such Stockholder receives a written request therefor from Parent, give Parent and the Company any information reasonably related to the foregoing as it they may reasonably require request for the preparation of any such disclosure documents. Each Nothing set forth herein shall limit any disclosure by any Stockholder will use to its commercially reasonable efforts to notify Parentor its Affiliates’ general or limited partners or its, as promptly as practicableits Affiliates’ or their respective general or limited partners’ partners, of any required corrections with respect to any written information supplied by such Stockholder specifically for use officers, directors, employees, Affiliates, investment bankers, attorneys, accountants or other advisors or representatives, in any such disclosure documenteach case, if and to the extent such Stockholder becomes aware that any such information 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 on a reasonable opportunity to review and comment on any such proposed filing, publication or disclosureconfidential basis.

Documentation and Information. Each Stockholder (i) consents to and authorizes the publication and disclosure by Parent of its identity and holdings of the Stockholder Owned Shares Such Unitholder shall not make any public announcement regarding this Agreement and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger or any transactions contemplated 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 hereby without the prior written approval consent of the Stockholders Parent (such approval consent not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable), each Stockholder shall be afforded a reasonable opportunity to review and comment on any such publication or disclosure required under the Exchange Act or except as may be required by applicable LawLaw (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 intent of that Unitholder to file a Schedule 13D with the SEC with respect to the Unitholder’s obligations under this Agreement, and (ii) will use its commercially reasonable efforts Parent consents to that filing. Such 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 other Governmental 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 determine to be necessary or advisable in connection with the Merger and any other transactions contemplated by the Merger Agreement, such Unitholder’s identity and beneficial ownership of the Subject Units, the existence of this Agreement and the nature of such Unitholder’s commitments and obligations under this Agreement, and such Unitholder acknowledges that the Parent Entities and the Partnership may, in their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental 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 Unitholder agrees to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Parent and the Partnership any information 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 , and such Unitholder agrees to promptly notify ParentParent and the Partnership, as promptly as practicableapplicable, of any 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 such Stockholder becomes aware that any such information has shall have 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. Each The Stockholder hereby (ia) consents to and authorizes the publication and disclosure by the Company, Parent and/or their respective Affiliates of its identity and holdings of the Stockholder Owned Subject Shares and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements its commitments and understandings obligations under this Agreement, Agreement in any press release announcement, the Prospectus/Proxy Statement or any other disclosure document required or filing with or notice to a Governmental Entity in connection with the Merger or any of the transactions contemplated 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 approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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, and (iib) will use its commercially reasonable efforts to give to Parent, agrees as promptly as practicable after such Stockholder receives a written request therefor from Parent, to give to the Company and Parent any information reasonably related to the foregoing as it may reasonably require for the preparation of any such disclosure documents. Each The Stockholder will use its commercially reasonable efforts hereby agrees to notify Parent, as promptly as practicable, practicable notify the Company and Parent of any required corrections with respect to any written information supplied by such the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent such Stockholder becomes aware that any such information has become false shall 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. Each The Stockholder hereby agrees not to issue notify Parent in 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. Parent, Merger Sub 1, Merger Sub 2 and the Company each hereby consent to and 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 the Department of Justice, and any press release or make other disclosure document or filing in connection with the Merger or any other public statement with respect to this Agreement, of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the transactions contemplated thereby without other party’s identities and the prior written consent nature of Parent, except for filings required the Stockholder’s commitments and obligations 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 disclosurethis Agreement.

Documentation and Information. Each 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), each Stockholder (i) consents to shall not, and authorizes the publication and disclosure by Parent of shall direct its identity and holdings of the Stockholder Owned Shares and the Stockholder Owned Units and the nature of such Stockholder’s commitmentsRepresentatives not to, arrangements and understandings under make any public announcement regarding this Agreement, in any press release or any other disclosure document required in connection with the Merger Agreement or any the transactions contemplated by the Merger Agreement; provided, that (A) any such publication hereby 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 thereby without the prior written approval consent of the Stockholders Parent (such approval consent not to be unreasonably withheld, conditioned or delayed) and (B) to ). Notwithstanding the extent practicableforegoing, each Stockholder shall be afforded a reasonable opportunity and its Affiliates may provide ordinary course communications regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby to review existing or prospective general and comment on limited partners, equity holders, members, managers and investors of any Affiliates of such publication or disclosure required under Person, in each case, who are subject to customary confidentiality restrictions. Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the Exchange Act or as may be required by applicable LawSEC, and (ii) will any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each 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 Authority. Each party hereto agrees to use its commercially reasonable best efforts to promptly (a) give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, the other party any information 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 , and (b) notify Parent, as promptly as practicable, the other party of any 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 becomes party shall become aware that any such information has shall have 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. Each Stockholder (i) consents to and authorizes the publication and disclosure by Parent of its identity and holdings of the Stockholder Owned Shares Holder shall not make any public announcement regarding this Agreement and the Stockholder Owned Units and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger or any transactions contemplated by hereby without the Merger Agreement; providedprior written consent of Parent (such consent not to be unreasonably withheld, that conditioned or delayed), except (Aa) 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 Lawlegal requirements (including the filing of any Schedule 13D amendments or Form 4 with the SEC which may include this Agreement as an exhibit thereto) shall be subject (provided that, to the prior written approval extent practicable and not prohibited by law, reasonable notice of any such disclosure will be provided to Parent and Holder shall reasonably consult with Parent and Purchaser with respect to such disclosure), (b) for the making of any such public announcement (including on websites) regarding this Agreement and the transactions contemplated hereby solely containing information that is consistent with previous public announcements made jointly or otherwise agreed by the Parties in accordance with this Section 4.3 or by the parties to the Merger Agreement or (c) for disclosures made in connection with any action or proceeding arising out of or relating to this Agreement or any of the Stockholders transactions contemplated by this Agreement. Holder consents to and hereby authorizes the Company, Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that the Company, Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by this Agreement or the Merger Agreement, Holder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Holder’s commitments and obligations under this Agreement, and Holder acknowledges that Parent and Purchaser may (provided that Holder shall have a reasonable opportunity to review and approve prior to any such filing that portion of any disclosure that identifies Holder by name or other identifiable description, such approval not to be unreasonably withheld, conditioned or delayed) and (B) file this Agreement or a form hereof with the SEC or any other Governmental Entity. Hxxxxx agrees to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Parent any information reasonably related to the foregoing as it may reasonably require request for the preparation of any such disclosure documents. Each Stockholder will use its commercially reasonable efforts , and Hxxxxx agrees to promptly notify Parent, as promptly as practicable, Parent of any required corrections with respect to any written information supplied by such Stockholder Hxxxxx specifically for use in any such disclosure document, if and to the extent such Stockholder Holder becomes aware that any such information has become false contains any untrue statement of a material fact or misleading in omits to state any material respect. Each Stockholder agrees fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, 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 disclosuremisleading.

Documentation and Information. Each Except as required by Applicable Law (in which case, other than the filing of any required amendments to the Stockholder’s Schedule 13D, the Stockholder (i) will notify the Company in advance of such public announcement), the 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 the Company. The Stockholder consents to and authorizes the publication and disclosure by Parent and the Company of its the Stockholder’s identity and holdings holding of the Stockholder Owned Shares and the Stockholder Owned Units and Stockholder’s Subject Shares, the nature of such 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 regarding the Stockholder, in any press release each case, that the Company reasonably determines is required to be disclosed by Applicable Law in the Company Disclosure Documents (including all schedules and documents filed with the SEC), or any other disclosure document required in connection with the Merger or and any transactions other transaction contemplated 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 approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, any information reasonably related to the foregoing as it may reasonably require for the preparation inclusion of any such disclosure documentsinformation in any press release. Each Stockholder will use its commercially reasonable efforts agrees to promptly notify Parent, as promptly as practicable, the Company of any required corrections with respect to any written information supplied by such or on behalf of the Stockholder specifically for use in any such disclosure document, if and to the extent such Stockholder becomes aware that any such information has become false shall 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. Each The Stockholder hereby agrees not to issue notify the Company in writing as promptly as practicable of the number of any press release additional Subject Shares or make any other public statement with respect to this Agreement, securities of the Merger Agreement Company of which the Stockholder acquires record or Beneficial Ownership of on or after 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 disclosuredate hereof.

Documentation and Information. Each Stockholder Such 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 and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Buyer, except (a) as such Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer 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 not inconsistent with any press release issued by Buyer or the Company in connection with or relating to the Purchase Agreement Amendment, the Offer and the Transactions. Such Shareholder (i) consents to and authorizes the publication and disclosure by Parent Buyer of its such Shareholder's identity and holdings of the Stockholder Owned Shares and the Stockholder Owned Units and Subject Shares, the nature of such Stockholder’s 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 be disclosed by applicable Law in any press release release, the Offer Documents (in each case, including all schedules and documents filed with the SEC) or any other disclosure document required in connection with the Merger or any transactions contemplated by Offer, the Merger Agreement; provided, Post- Offer Reorganization and the other Transactions (provided that (A) notice of any such publication or disclosure (except for filings required under the Exchange Act or any will be provided to such publication or disclosure as may be required by applicable Law) shall be subject to the prior written approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) and (B) Shareholder to the extent reasonably practicable, each Stockholder shall be afforded the Shareholder will have a reasonable opportunity to review provide comments on such disclosure, and comment on Buyer shall incorporate any reasonable comments to the portions of any such publication or disclosure required under the Exchange Act or that make reference to Shareholder's identity and holdings as may be required provided by applicable Lawsuch Shareholder), and (ii) will use its commercially reasonable efforts agrees to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Buyer and the Company any information reasonably related to the foregoing as it in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents. Each Stockholder will use its commercially reasonable efforts documents and (iii) agrees to promptly notify Parent, as promptly as practicable, Buyer of any required corrections reasonably known to such Shareholder with respect to any written information supplied by such Stockholder Shareholder specifically for use in any such disclosure document, if and to the extent such Stockholder becomes aware that any Shareholder reasonably knows such information has shall have become false or misleading in any material respect. Each Stockholder Buyer agrees not to issue promptly give to such Shareholder any press release or make information regarding Buyer that such Shareholder reasonably requires for the preparation of any other public statement documents that such Shareholder is required to file with respect to this Agreement, the Merger Agreement or SEC in connection with the transactions contemplated thereby without hereby, including the prior written consent filing of Parentany Schedule 13D, except for filings required under the Exchange Act Schedule 14D-9 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 disclosureamendments thereto.

Documentation and Information. Each Stockholder Shareholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Bxxxx, Mxxxxx Partner and Remainco, except as may be required by applicable Law (i) provided that reasonable notice of any such disclosure will be provided to Buyer, Mxxxxx Partner and Remainco, and Shareholder will consider in good faith the reasonable comments of Buyer, Mxxxxx Partner and Remainco with respect to such disclosure and otherwise cooperate with Buyer, Merger Partner and Remainco in obtaining confidential treatment with respect to such disclosure). Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Bxxxx, Mxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by Parent Bxxxx, Mxxxxx Partner and Remainco of its Shareholder’s identity and holdings holding of (or voting power over) the Stockholder Owned Shares Covered Shares, and the Stockholder Owned Units and terms of this Agreement (including, for the nature avoidance of such Stockholder’s commitmentsdoubt, arrangements and understandings under the disclosure of this Agreement), in any press release or release, the Merger Partner Proxy Statement and any other disclosure document required in connection with the Merger Agreement, the other Transaction Documents and the consummation of the Contemplated Transactions, and Shareholder acknowledges that Buyer, Mxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any transactions contemplated by the Merger Agreement; providedother Governmental Authority or securities exchange. Shareholder agrees to promptly give Bxxxx, 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 approval of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed) Mxxxxx Partner and (B) to the extent practicable, 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, and (ii) will use its commercially reasonable efforts to give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Remainco any information 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 , and Shareholder agrees to promptly notify ParentBuyer, as promptly as practicable, Mxxxxx Partner and Remainco of any 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 such Stockholder becomes aware that any such information has shall have 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. Each 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 (i) 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. The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules required by Law to be filed with the publication and disclosure by Parent of its SEC the Stockholder’s identity and holdings ownership of the Stockholder Owned Shares and Subject Shares, the Stockholder Owned Units existence of this Agreement and the nature of such the Stockholder’s commitments, arrangements commitments and understandings obligations under this Agreement, in any press release or any other ; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure document required in connection with the Merger or any transactions contemplated by the Merger Agreement; provided, that (A) prior to 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 approval of the Stockholders (filing, such approval not to be unreasonably withheld, conditioned or delayed) , and (B) to the extent practicable, each Stockholder shall be afforded acknowledges that Parent and Merger Sub may file this Agreement or a reasonable opportunity to review and comment on form hereof with the SEC or any such publication or disclosure other Governmental Entity as required under the Exchange Act or as may be required by applicable Law, and (ii) will use its commercially reasonable efforts . The Stockholder agrees to promptly give to Parent, as promptly as practicable after such Stockholder receives a written request therefor from Parent, Parent any information reasonably related to in the foregoing as it possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents. Each , and the Stockholder will use its commercially reasonable efforts agrees to promptly notify Parent, as promptly as practicable, Parent of any 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 such that the Stockholder becomes shall become aware that any such information has shall have become false or misleading in any material respect. Each Neither Parent, Merger Sub, Company nor any representative of such entities shall disclose the name of Stockholder agrees not or any information related to issue Stockholder's entrance into the Agreement in any press release or make any other public statement with respect to this Agreementmarketing materials, the Merger Agreement or the transactions contemplated thereby unless required by Law, without the prior written consent approval 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 disclosureStockholder.