Common use of Mutual Non-Disparagement Clause in Contracts

Mutual Non-Disparagement. (i) The Executive agrees that Executive will not at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (a) Each of FSAM, Holdings, LT and the Company (on their own behalf and on behalf of their respective directors, officers, subsidiaries and Affiliates, if any, and each of their respective successors and assigns (collectively, the “Company Parties”)) agrees that, beginning on the date of this Agreement and continuing until the earlier of the expiration of the Standstill Period and such time as any Seller Party (as defined below) breaches its obligations under Section 3.2(b), it shall not (whether directly or indirectly, individually or in concert with others, publicly or privately, orally or in writing) engage in any conduct or make, or cause to be made, any statement, observation or opinion, or communicate any information that is calculated to or is reasonably likely to have the effect of (i) The Executive agrees that Executive will not at any timeundermining, whether during impugning, disparaging, injuring the Employment Term reputation of or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that otherwise in any way disparagesreflecting adversely or detrimentally upon any of Sellers or their respective partners, criticizesmembers, ridiculesAffiliates, successors or assigns (collectively, the “Seller Parties”) or (ii) accusing or implying that any Seller Party engaged in any wrongful, unlawful or improper conduct. The foregoing shall not apply to any compelled testimony, either by legal process, subpoena or otherwise or to any response to any request for information from any governmental or regulatory authority having jurisdiction over the Company; provided, however, that in the event that any Company Party is requested pursuant to, or reflects negatively required by, applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authority, the Company shall notify RiverNorth Capital promptly so that the Seller Parties may (at their own expense) seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is timely obtained, or any Seller Party waives compliance with the terms of this Section 3.2(a), such Company Party shall furnish only such information which it has been advised by counsel is legally required and will exercise reasonable efforts to obtain reliable assurance that such information will be accorded confidential treatment. (b) Each of the Sellers (on its or his own behalf and on behalf of the other Seller Parties) agrees that, beginning on the date of this Agreement and continuing until the earlier of the expiration of the Standstill Period and such time as any Company Party breaches its obligations under Section 3.2(a), it or he shall not (whether directly or indirectly, individually or in concert with others, publicly or privately, orally or in writing) engage in any conduct or make, or cause to be made, any statement, observation or opinion, or communicate any information, including, without limitation, to any member of the press, analyst, governmental or regulatory authority, that is calculated to or is reasonably likely to have the effect of (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any Company Party or FSFR or (ii) accusing or implying that any Company Party or FSFR engaged in any wrongful, unlawful or improper conduct; provided, however, that in the event that a Seller Party is requested pursuant to, or required by, applicable law, regulation or legal process to testify or otherwise respond to a request from any governmental or regulatory authority, RiverNorth Capital shall notify the Company promptly so that the Company Parties to any third party, including, but not limited to, any individuals or entities with whom FSFR may (at their own expense) seek a protective order or other appropriate remedy. In the Company has event that no such protective order or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likeother remedy is timely obtained, or in any movieCompany Party waives compliance with the terms of this Section 3.2(b), book, or theatrical production, nor such Seller Party shall furnish only such information which it has been advised by counsel is legally required and will Executive assist any other person or entity exercise reasonable efforts to do any of the foregoingobtain reliable assurance that such information will be accorded confidential treatment. (iic) The Company agrees that it will instruct its “executive officers” as defined under Neither Section 16 of 3.2(a) nor Section 3.2(b) shall prevent the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through enforcement by or on behalf of any media source party of such party’s rights or outletremedies in accordance with this Agreement, including, but not limited including any right to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” commence legal proceedings or the like, or make public filings in any movie, book, or theatrical production, nor assist any other person or entity to do any respect of the foregoingsuch enforcement. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (ia) The Executive Each Investor agrees that Executive that, from the date hereof until the one year anniversary of the end of the Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not at to, directly or indirectly, in any timecapacity or manner, whether during the Employment Term make, express, transmit speak, write, verbalize or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparages(or cause, criticizesfurther, ridiculesassist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or reflects negatively on that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or derogatorily to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Parties to Representatives. (b) The Company hereby agrees that, from the date hereof until the one year anniversary of the end of the Standstill Period, neither it nor any third partyof its Affiliates or Associates will, including, but and it will cause each of its Affiliates and Associates not limited to, any individuals directly or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) toindirectly, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any moviecapacity or manner, bookmake, express, transmit, speak, write, verbalize or theatrical productionotherwise communicate in any way (or cause, nor will Executive assist any other person further, assist, solicit, encourage, support or entity to do participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory toward, any Investor, Affiliates, Associates or any of their agents or representatives (collectively, the “Investor Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates or Associates, or derogatively to malign, harm, disparage, defame or damage the reputation or good name of any Investor or Investor Representative. (iic) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of Notwithstanding the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c10 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two (2) shall be construed in a manner business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws that would violate otherwise be prohibited by the provisions of this Section 10, and reasonably consider any lawcomments of such other Parties.

Mutual Non-Disparagement. (ia) The Executive Each of the Investor Group Parties agrees that Executive will not at any time, whether during the Employment Term Standstill Period, neither it nor any of its controlled Affiliates shall, and it shall cause each of its controlled Affiliates to not to, in any capacity or after the Date of Terminationmanner, whether in public or in private: (A) make or publishmake, express, transmit, speak, write, verbalize, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparagesany remark, criticizescomment, ridiculesmessage, information, declaration, communication, or reflects negatively on other statement of any kind (including through the use of any social or professional networking websites and/or blogs) in any public forum, or knowingly and privately to any investor in the Company, whether verbal, in writing, electronically transferred, or otherwise, that would reasonably be construed to be derogatory or critical of, or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether its directors or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likeofficers, or in any movieof their respective businesses, bookproducts, services, actions, writings, policies, practices, procedures, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoingadvertisements. (iib) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term Standstill Period, neither it nor any of its controlled Affiliates shall, and it shall cause each of its controlled Affiliates to not, in any capacity or after the Date of Terminationmanner, whether in public or in private: (A) make or publishmake, express, transmit, speak, write, verbalize, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparagesany remark, criticizescomment, ridiculesmessage, information, declaration, communication, or reflects negatively on other statement of any kind (including through the Executive use of any social or professional networking websites and/or blogs) in any public forum, or knowingly and privately to any third party, including, but not limited to, investor in the Company or any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited of capital to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoingInvestor Group Parties, whether verbal, in writing, electronically transferred, or otherwise, that would reasonably be construed to be derogatory or critical of, or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of any of the Investor Group Parties or any of their respective Affiliates, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (iiic) For avoidance of doubtNotwithstanding anything contained herein, nothing in this Section 6(cor elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws, or as requested by a regulator (including to comply with any subpoena or other legal process from any Governmental Authority (as defined below) with competent jurisdiction over the relevant Party hereto), or stock exchange regulations, or as otherwise required by interrogatory, subpoena, civil investigatory demand or other legal process relating to any legal proceeding, investigation, or hearing. For the purposes of this Agreement, “Governmental Authority” means any supranational, national, federal, state, county, municipal, local, foreign, or transnational governmental, competition or regulatory authority, court, administrative agency or commission, arbitral tribunal, agency, or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government. (d) The limitations set forth in this Section shall not prevent any Party from responding to any public statement, or private statement to any investor in the Company or any source of capital to any of the Investor Group Parties, as applicable, made by the other Party of the nature described in this Section, if such statement by the other Party was made in breach of this Agreement, and any such response shall not be construed in deemed to be a manner that would violate any lawbreach of this Agreement by the responding Party.

Mutual Non-Disparagement. (a) From the Effective Date and continuing during the Covered Period, Sherborne agrees that neither it nor any of the members of the Sherborne Group or Sherborne Representatives will, and it will cause each of the members of the Sherborne Group and the Sherborne Representatives not to, directly or indirectly, in any capacity or manner, make or cause to be made any statement, announcement or communication of any kind, whether verbal, in writing, electronically transferred or otherwise (including, without limitation, in a television, radio, newspaper, or magazine interview or podcast, Internet or social media communication or to any stockholder, holder of any other securities of the Company or any of its subsidiaries, sell-side or buy-side analyst, member of the media or other third party) that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of the Company, its Affiliates, its subsidiaries and its or their business or any of its or their directors (including any director or nominee for director (including any former director or director nominee) of the Company or any of its subsidiaries including regarding such individuals’ service with the Company or the Company’s subsidiary), officers (including any officer (including any former officer) of the Company or any of its subsidiaries including regarding such individuals’ service with the Company or the Company’s subsidiary) or employees (collectively, the “Company Representatives”). (b) From the Effective Date and continuing during the Covered Period, the Company agrees that neither it nor any of its controlled or controlling Affiliates or Company Representatives will, and it will cause each of its controlled or controlling Affiliates and Company Representatives not to, directly or indirectly, in any capacity or manner make or cause to be made any statement, announcement or communication of any kind, whether verbal, in writing, electronically transferred or otherwise (including, without limitation, in a television, radio, newspaper, or magazine interview or podcast, Internet or social media communication or to any stockholder, holder of any other securities of the Company or any of its subsidiaries, sell-side or buy-side analyst, member of the media or other third party) that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of Sherborne or any of its subsidiaries or Affiliates, its or their business or any of its or their directors, partners (other than partners that are solely limited partners), members or managers (including any director, partner, member or manager (including any former director, partner, member or manager) of any member of the Sherborne Group or any of their respective subsidiaries including regarding such individuals’ service in their capacity with any member of the Sherborne Group or any of their respective subsidiaries), officers (including any officer (including any former officer) of any member of the Sherborne Group or any of their respective subsidiaries including regarding such individuals’ service in their capacity with any member of the Sherborne Group or any of their respective subsidiaries), or employees (collectively, the “Sherborne Representatives”). (c) Nothing in this Agreement shall prohibit any Party from (i) The Executive agrees that Executive will not at any timecommunicating, whether during the Employment Term on a confidential basis, with its controlling or after the Date of Terminationcontrolled Affiliates and its and their attorneys, whether in public or in private: (A) make or publishaccountants, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationshipfinancial advisors; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that it will instruct its “executive officers” as defined under Section 16 has, or may have, jurisdiction over any member of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” Sherborne Group or the like, Company or in any movie, book, or theatrical production, nor assist any other person or entity to do any of its subsidiaries, as the foregoing. case may be; or (iii) For avoidance complying with any subpoena or other applicable legal process or responding to a request for information from any governmental authority with jurisdiction over the person from whom information is sought; provided that, such person shall promptly notify the other party upon receipt of doubt, nothing such request and shall only provide information in this Section 6(c) shall response to such request that it reasonably believes is legally required to be construed in a manner that would violate any lawdisclosed upon the advice of its outside legal counsel.

Mutual Non-Disparagement. (a) Each Investor and the Investor Director agree that, prior to the expiration of the Standstill Period, neither it nor any of its controlled Affiliates or Associates will, and it will cause each of its controlled Affiliates or Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing) any public communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to (i) The Executive agrees that Executive will not at any time, whether during the Employment Term be derogatory or after the Date of Termination, whether in public or in private: (A) make or publishcritical of, or assist negative toward, the Company or any other person of its directors, officers, Affiliates, subsidiaries, employees, agents or entity in making or publishingrepresentatives (collectively, any statement that in any way disparages, criticizes, ridiculesthe “Company Representatives”), or reflects negatively on (ii) malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Parties Representatives; provided, that clause (i) above shall not prohibit the Investors, the Investor Director and their controlled Affiliates and Associates from engaging in non-public communications with the Company, any Company Representative or any of their respective controlled Affiliates or Associates or any director, officer, employee or partner of the Investor. (b) The Company hereby agrees that, prior to the expiration of the Standstill Period, neither it nor any third partyof its controlled Affiliates will, including, but and it will cause each of its controlled Affiliates not limited to, any individuals directly or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) toindirectly, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any moviecapacity or manner, bookmake express, transmit, speak, write, verbalize or theatrical productionotherwise communicate in any way (or cause, nor will Executive assist any other person further, assist, solicit, encourage, support or entity to do participate in any of the foregoing), any remark, comment, message, information, declaration, or any public communication or other statement of any kind, that might reasonably be construed to (i) be derogatory or critical of, or negative toward, the Investors or any of their principals, directors, officers, employees, agents or representatives (collectively, the “Investor Representatives”) or reveal, disclose, incorporate, be based upon, discuss, include or otherwise involve any confidential or proprietary information of the Investors or their subsidiaries or Affiliates, or (ii) malign, harm, disparage, defame or damage the reputation or good name of the Investors or any of the Investor Representatives; provided that clause (i) above shall not prohibit the Company or any of its respective controlled Affiliates or Associates from engaging in non-public communications with the Investors, the Investor Director, any Investor Representative or any of their respective controlled Affiliates or Associates or any Company Representative. (iic) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of Notwithstanding the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c7 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws provided, that such Party must provide written notice to the other Parties at least two (2) shall be construed in a manner business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws that would violate otherwise be prohibited by the provisions of this Section 7, and reasonably consider any lawcomments of such other Parties.

Mutual Non-Disparagement. (a) Each Investor agrees that, until the earlier of (i) The Executive agrees the expiration of the Standstill Period and (ii) any material breach of this Agreement by the Company (provided that Executive the Company shall have three (3) business days following written notice from such Investor of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not at to, directly or indirectly, in any timecapacity or manner, whether during the Employment Term make, express, transmit, speak, write, verbalize or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparages(or cause, criticizesfurther, ridiculesassist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or reflects negatively on negative toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Parties Representatives; provided, however, that the provisions of this Section 7 shall not limit in any respect the actions of the New Director or any replacement director in his or her capacity as such, recognizing that such actions are subject to any third party, including, but not limited to, any individuals or entities with whom such director’s fiduciary duties to the Company has and its shareholders (it being understood and agreed that neither the Investors nor any of their Affiliates or may have a business relationship; or (B) make or publish any negative public comments regarding Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates). (b) The Company Parties hereby agrees that, until the earlier of (whether or i) the expiration of the Standstill Period and (ii) any material breach of this Agreement by a Investor (provided that such Investor shall have three (3) business days following written notice from the Company of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not done anonymously) to, through directly or on any media source or outletindirectly, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any moviecapacity or manner, bookmake, express, transmit, speak, write, verbalize or theatrical productionotherwise communicate in any way (or cause, nor will Executive assist any other person further, assist, solicit, encourage, support or entity to do participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor or any of its agents or representatives (collectively, the “Investor Agents”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Agents; provided, however, that the provisions of this Section 7 shall not limit in any respect the actions of the Company or any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its shareholders. (iic) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of Notwithstanding the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c7 or elsewhere in this Agreement shall prohibit any party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such party must provide written notice to the other parties at least two business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 7, and reasonably consider any comments of such other parties. (d) The limitations set forth in Section 7(a) and 7(b) shall be construed not prevent any party from responding to any public statement made by the other party of the nature described in a manner that would violate any lawSection 7(a) and 7(b) if such statement by the other party was made in breach of this Agreement.

Mutual Non-Disparagement. (ia) The Executive agrees that Executive will not at During the Standstill Period, neither the Company nor any timeof its Affiliates or Associates shall in any manner, whether during the Employment Term directly or after the Date of Terminationindirectly, whether in public any capacity or in private: (A) manner, make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties cause to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likebe made, or in any movie, book, or theatrical production, nor will Executive assist way encourage any other person to make or entity cause to do be made, any public statement or public announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on or otherwise disparages, defames or slanders the AB Value Directors, AB Value or any AB Value Affiliate or Associate or any of their respective successors or current or former members, partners, officers, directors or employees (it being understood and agreed that the foregoing. (iirestrictions in this Section 5(a) The Company agrees that it will instruct its “executive officers” as defined under Section 16 shall not apply to any member of the Exchange Act and Board based upon discussions solely among other members of the Board and/or management of the Company); provided, that the limitations set forth in this Section 5(a) shall not toprevent the Company or any of its Affiliates or Associates from (i) responding to any public statement or announcement made by AB Value or any AB Value Associate that was made in breach of Section 5(b) below or (ii) if solicited by a Third Party, at making objective statements that reflect the Company’s view with respect to factual matters concerning specific acts or determinations of AB Value and/or any time, whether during the Employment Term AB Value Affiliate or Associate (or their respective current or former Representatives) occurring after the Date Effective Date. For the avoidance of Terminationdoubt, whether in a public statement or in private:announcement shall only be deemed to be made by the Company if such public statement or announcement is made by (X) an executive officer or a member of the Board (other than an AB Value Director or his or her Replacement Director) or (Y) an employee or Representative of the Company authorized to make such statement or announcement on behalf of the Company. (Ab) During the Standstill Period, neither AB Value nor any of its Affiliates or Associates shall in any manner, directly or indirectly, in any capacity or manner, make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive cause to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likebe made, or in any movie, book, or theatrical production, nor assist way encourage any other person to make or entity cause to do be made, any public statement or public announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on or otherwise disparages, defames or slanders the Company, any of its Affiliates or Associates or any of their respective successors or current or former members, partners, officers, directors or employees; provided, that, the foregoing. limitations set forth in this Section 5(b) shall not prevent AB Value or any AB Value Affiliate or Associate from (iiii) responding to any statement made by the Company or any of its Affiliates, Associates or Representatives that was made in breach of Section 5(a) above or (ii) if solicited by a Third Party, making objective statements that reflect AB Value’s view with respect to factual matters concerning specific acts or determinations of the Company, any of its Affiliates or Associates or any current or former Representatives of the Company or any of its Affiliates or Associates occurring after the Effective Date. For the avoidance of doubt, nothing in this Section 6(ca public statement or announcement shall only be deemed to be made by AB Value or an Affiliate or Associate thereof if such public statement or announcement is made by (X) shall be construed in a manner that would violate any lawan AB Value partner or executive officer or (Y) an employee or Representative of AB Value authorized to make such statement or announcement on behalf of AB Value.

Mutual Non-Disparagement. (ia) The Executive agrees that Executive will not at During the Standstill Period, neither the Company nor any timeof its Affiliates or Associates shall in any manner, whether during the Employment Term directly or after the Date of Terminationindirectly, whether in public any capacity or in private: (A) manner, make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties cause to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likebe made, or in any movie, book, or theatrical production, nor will Executive assist way encourage any other person to make or entity cause to do be made, any public statement or public announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on or otherwise disparages, defames or slanders Jxxxxxx Xxxxxx, GVIC or any of its Affiliates or Associates or any of their respective successors or current or former members, partners, officers, directors or employees (it being understood and agreed that the foregoing. (iirestrictions in this Section 5(a) The Company agrees that it will instruct its “executive officers” as defined under Section 16 shall not apply to any member of the Exchange Act and Board based upon discussions solely among other members of the Board and/or management of the Company); provided, that the limitations set forth in this Section 5(a) shall not toprevent the Company or any of its Affiliates or Associates from (i) responding to any public statement or announcement made by GVIC or any of its Associates that was made in breach of Section 5(b) below or (ii) if solicited by a Third Party, at making objective statements that reflect the Company’s view with respect to factual matters concerning specific acts or determinations of GVIC and/or any time, whether during the Employment Term of its Affiliates or Associates (or their respective current or former Representatives) occurring after the Date Effective Date. For the avoidance of Terminationdoubt, whether in a public statement or in private:announcement shall only be deemed to be made by the Company if such public statement or announcement is made by (X) an executive officer or a member of the Board (other than an Jxxxxxx Xxxxxx) or (Y) an employee or Representative of the Company authorized to make such statement or announcement on behalf of the Company. (Ab) During the Standstill Period, neither GVIC nor any of its Affiliates or Associates shall in any manner, directly or indirectly, in any capacity or manner, make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive cause to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likebe made, or in any movie, book, or theatrical production, nor assist way encourage any other person to make or entity cause to do be made, any public statement or public announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on or otherwise disparages, defames or slanders the Company, any of its Affiliates or Associates or any of their respective successors or current or former members, partners, officers, directors or employees; provided, that, the foregoing. limitations set forth in this Section 5(b) shall not prevent GVIC or any of its Affiliates or Associates from (iiii) responding to any statement made by the Company or any of its Affiliates, Associates or Representatives that was made in breach of Section 5(a) above or (ii) if solicited by a Third Party, making objective statements that reflect GVIC’s view with respect to factual matters concerning specific acts or determinations of the Company, any of its Affiliates or Associates or any current or former Representatives of the Company or any of its Affiliates or Associates occurring after the Effective Date. For the avoidance of doubt, nothing in this Section 6(ca public statement or announcement shall only be deemed to be made by GVIC or an Affiliate or Associate thereof if such public statement or announcement is made by (X) shall be construed in a manner that would violate any lawan GVIC partner or executive officer or (Y) an employee or Representative of GVIC authorized to make such statement or announcement on behalf of GVIC.

Mutual Non-Disparagement. (a) Subject to Section 5, each Xxxx Party agrees that, from the Effective Date until the Termination Date (the “Standstill Period”), it and its Representatives (as defined below) shall refrain from making, and shall cause its respective Representatives to refrain from making, directly or indirectly, in any capacity or manner, publicly or privately, any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that would reasonably be construed to be derogatory or critical of, or negative toward, the Company or its Representatives, or would reasonably be construed to malign, harm, disparage, defame or damage the reputation or good name of the Company or its Representatives, including, without limitation, (i) The Executive agrees in any statement, document or report filed with, furnished or otherwise provided to the Securities and Exchange Commission (the “SEC”) or any other governmental or regulatory agency, (ii) in any press release or other publicly available format, or (iii) to or through any journalist or member of the media (including, without limitation, in a television, radio, newspaper or magazine interview or podcast, Internet or social media communication), stockholder, sell-side or buy-side analyst or other person; provided, however, that Executive will not at any timeunpremeditated, whether during the Employment Term or after the Date of Terminationprivate, whether in public or in private: informal remark to any person that (A) make is not part of any coordinated communication or publishcampaign intended or designed to circumvent, directly or assist indirectly, the restrictions contemplated by this Section 2(a) or (B) would not reasonably be expected to be inconsistent with the restrictions contemplated by this Section 2(a), will not be deemed a breach of this Section 2(a); provided, further, that any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of factual communication made by the Company Xxxx Parties to any third partyof their respective investors describing the background or circumstances of this Agreement and the transactions contemplated hereby and with respect to which the Xxxx Parties instruct such investors as to the confidentiality of the contents of such communication will not be deemed a breach of this Section 2(a). (b) The Company hereby agrees that, during the Standstill Period, it and its Representatives shall refrain from making, and shall cause its Representatives to refrain from making, directly or indirectly, in any capacity or manner, publicly or privately, any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that would reasonably be construed to be derogatory or critical of, or negative toward, any Xxxx Party or its Representatives, or would reasonably be construed to malign, harm, disparage, defame or damage the reputation or good name of any Xxxx Party or its Representatives, including, but without limitation, (i) in any statement, document or report filed with, furnished or otherwise provided to the SEC or any other governmental or regulatory agency, (ii) in any press release or other publicly available format, or (iii) to or through any journalist or member of the media (including, without limitation, in a television, radio, newspaper or magazine interview or podcast, Internet or social media communication), stockholder, sell-side or buy-side analyst or other person; provided, however, that any unpremeditated, private, informal remark to any person that (A) is not limited topart of any coordinated communication or campaign intended or designed to circumvent, any individuals directly or entities with whom indirectly, the Company has restrictions contemplated by this Section 2(b) or may have a business relationship; or (B) make or publish any negative public comments regarding any would not reasonably be expected to be inconsistent with the restrictions contemplated by this Section 2(b), will not be deemed a breach of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoingthis Section 2(b). (iic) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of Notwithstanding the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c2 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including, without limitation, to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant Party hereto, including, without limitation, any official request for information, formal inquiry or examination) or under any stock exchange regulations or other applicable regulations; provided, however, that, unless prohibited under applicable law, such Party shall use its best efforts to provide written notice to the other Party at least five (5) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or under stock exchange regulations or other applicable regulations that would otherwise be prohibited by the provisions of this Section 2, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 2(a) and 2(b) shall be construed not prevent any Party from responding publicly to any public statement made by the other Party of the nature described in a manner that would violate Sections 2(a) and 2(b), if such statement by the other Party was made in breach of this Agreement. This Section 2 will not apply to any lawtruthful statement made in connection with any action to enforce this Agreement.

Mutual Non-Disparagement. (i) The Executive agrees that the Executive will not at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will the Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees that it will instruct its “executive officers,” as defined under Section 16 of the Exchange Act Act, and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (i) The Executive agrees that Executive will not at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; oror ACTIVE 258225778v.6 (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “"apps,” " or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (a) From the Effective Date and continuing during the Covered Period, the Biglari Group agrees that neither it nor any of the members of the Biglari Group or the Biglari Representatives will, and it will cause each of the members of the Biglari Group and the Biglari Representatives not to, directly or indirectly, in any capacity or manner, make or cause to be made any statement, announcement or communication of any kind, whether verbal, in writing, electronically transferred or otherwise (including, without limitation, in a television, radio, newspaper, or magazine interview or podcast, Internet or social media communication or to any shareholder, holder of any other securities of the Company or any of its subsidiaries, sell-side or buy-side analyst, member of the media or other third party) (i) The Executive agrees that Executive will not at any timeopposes, whether during criticizes or challenges the Employment Term Company’s, the Board’s or after the Date of TerminationCompany’s management’s strategies, whether in public practices, policies or in private: operations or (Aii) make or publishconstitutes an ad hominem attack on, or assist any other person or entity in making or publishing, any statement that in any way otherwise disparages, criticizesdefames, ridiculesslanders, impugns or reflects negatively on is reasonably likely to damage the reputation of the Company, its Affiliates, its subsidiaries and its or their business or any of its or their directors (including any director or nominee for director (including any former director or director nominee) of the Company Parties to or any third party, including, but not limited to, any individuals or entities of its subsidiaries including regarding such individuals’ service with whom the Company has or may have a business relationship; or the Company’s subsidiary), officers (Bincluding any officer (including any former officer) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” of its subsidiaries including regarding such individuals’ service with the Company or the likeCompany’s subsidiary) or employees (collectively, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing“Company Representatives”). (iib) The From the Effective Date and continuing during the Covered Period, the Company agrees that neither it nor any of its controlled or controlling Affiliates or Company Representatives will, and it will instruct cause each of its “executive officers” as defined under Section 16 of the Exchange Act controlled or controlling Affiliates and members of the Board Company Representatives not to, at directly or indirectly, in any timecapacity or manner make or cause to be made any statement, announcement or communication of any kind, whether during the Employment Term verbal, in writing, electronically transferred or after the Date of Terminationotherwise (including, whether without limitation, in public or in private: (A) make or publisha television, radio, newspaper, or assist magazine interview or podcast, Internet or social media communication or to any shareholder, holder of any other person securities of the Company or entity in making any of its subsidiaries, sell-side or publishingbuy-side analyst, any statement member of the media or other third party) that in any way constitutes an ad hominem attack on, or that otherwise disparages, criticizesdefames, ridiculesslanders, impugns or is reasonably likely to damage the reputation of Biglari or any of its subsidiaries or Affiliates, its or their business or any of its or their directors, partners (other than partners that are solely limited partners), members or managers (including any director, partner, member or manager (including any former director, partner, member or manager) of any member of the Biglari Group or any of their respective subsidiaries including regarding such individuals’ service in their capacity with any member of the Biglari Group or any of their respective subsidiaries), officers (including any officer (including any former officer) of any member of the Biglari Group or any of their respective subsidiaries including regarding such individuals’ service in their capacity with any member of the Biglari Group or any of their respective subsidiaries), or reflects negatively on employees (collectively, the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoingBiglari Representatives”). (c) Nothing in this Agreement shall prohibit any Party from (i) communicating, on a confidential basis, with its directors, officers, employees, Affiliates and its and their attorneys, accountants, or financial advisors; (ii) taking any action to enforce this Agreement or that is necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over any member of the Biglari Group or the Company or any of its subsidiaries, as the case may be; or (iii) For avoidance complying with any subpoena or other applicable legal process or responding to a request for information from any governmental authority with jurisdiction over the person from whom information is sought; provided that, such person shall, to the extent legally permissible, promptly notify the other party upon receipt of doubt, nothing such request and shall only provide information in this Section 6(c) shall response to such request that it reasonably believes is legally required to be construed in a manner that would violate any lawdisclosed upon the advice of its outside legal counsel.

Mutual Non-Disparagement. (i) The Executive agrees that the Executive will not at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A1) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B2) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will the Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees that it will instruct its “executive officers,” as defined under Section 16 of the Exchange Act Act, and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A1) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B2) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoing. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (i) The Executive agrees that Executive will During the term of this Agreement and thereafter, Consultant shall not at make, publish or communicate to any time, whether during the Employment Term or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparagespublic forum any defamatory or disparaging remark, criticizes, ridiculescomment or statement concerning the Company or its affiliates, or reflects negatively on their respective predecessors and successors, or any of the current or former directors, employees, officers, managers, shareholders, partners, members, agents or representatives of any of the foregoing (the “Company Protected Persons”) to the extent such statement could be reasonably likely to harm or damage the business, reputation, goodwill and/or financial position of any of the Company Parties Protected Persons. In addition, during the term of this Agreement and thereafter, the Company shall not make, publish or communicate to any third partyperson or entity or in any public forum any defamatory or disparaging remark, includingcomment or statement concerning Consultant or its affiliates, but not limited toor their respective predecessors and successors, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the current or former directors, employees, officers, managers, shareholders, partners, members, agents or representatives of any of the foregoing (the “Consultant Protected Persons”) to the extent such statement could be reasonably likely to harm or damage the business, reputation, goodwill and/or financial position of any of Consultant or Consultant Protected Persons. The foregoing, with respect to Consultant and the Company Parties (whether as the case may be, shall include, without limitation, any such remark, comment or not done anonymously) tostatement made on social media, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likein press releases, or in any moviecommunications with investors, bookclients, vendors or theatrical production, nor will Executive assist any other person or entity to do any of industry professionals. Notwithstanding the foregoing. , nothing herein shall or shall be deemed to prevent or impair either the Company or Consultant from (i) testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested or (ii) The making good faith statements in the good faith performance of its duties for the Company agrees that it will instruct its “executive officers” as defined under Section 16 of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term or after the Date of Termination, whether in public Consultant or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoingtheir respective affiliates. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. Company and Employee each may speak to the press in general terms concerning the termination of Employee’s employment with Company, assuming always no violation of the remainder of this Paragraph 5. To the fullest extent permitted by law, Company and Employee hereby agree that Company’s Officers (ior employees at their direction) The Executive agrees that Executive and Employee will not at not, in any time, whether during the Employment Term or after the Date of Termination, medium (whether in public writing or in private: (A) make orally), directly or publishindirectly, or assist to any other person or entity at any time issue, circulate, publish or utter any false, defamatory, disparaging, maligning or criticizing statements about, or any statements reflecting adversely or unfavorably on either party, or Company’s products, services, finances, financial conditions, capabilities or any other aspect of the business of the Company, in making each case, whether respect to its past or publishingpresent activities. As such, Company Officers (or employees at their direction) and Employee shall not, directly or indirectly, make any negative or disparaging statements about either Party, or Employee’s employment with, or separation from employment with Company, or do anything that damages Company’s or Employee’s or any of its and/or their services, reputation, financial status, or business relationships. Furthermore, Employee agrees that he will not make, directly or indirectly, any statement that in any way disparagesdefamatory or disparaging oral or written statements regarding the Company or its affiliates, criticizesowners, ridiculesofficers, stockholders, directors, agents, or reflects negatively on any of the Company Parties employees, whether to any current or prospective customer or vendor of Company, the press or any other media, any other business entity or third party, includingor any current employee of Company. Similarly, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing. (ii) The Company agrees that it its Officers (or employees at their direction) will instruct its “executive officers” not make, directly or indirectly, any defamatory or disparaging oral or written statements regarding the Employee, to any person whatsoever. Nothing in this Paragraph 5 shall restrict Employee’s or Company’s ability to make any truthful statements as defined may be required by law or regulation, including without limitation, in American Apparel’s public filings with the U.S. Securities and Exchange Commission and any other filings or communications under Section 16 the securities laws or the rules and regulations of the Exchange Act and members of the Board not to, at any time, whether during the Employment Term NYSE Amex (or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that in any way disparages, criticizes, ridicules, or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (Bsecurities exchange) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the likeFinancial Industry Regulatory Authority, or in any movie, book, or theatrical production, nor assist any other person or entity to do any of Inc. Notwithstanding the foregoing, the parties understand and agree that Company’s Officers, for any reason, and Employee, in response to an inquiry from Company’s Board of Directors, are not prohibited from communicating to Company’s Board of Directors in its capacity as Company’s Board of Directors. (iii) For avoidance of doubt, nothing in this Section 6(c) shall be construed in a manner that would violate any law.

Mutual Non-Disparagement. (ia) The Executive Each Braeside Party agrees that Executive that, until the expiration of the Standstill Period, neither it nor any of its Affiliates will, and it will cause each of its Affiliates and Related Persons not at to, directly or indirectly, in any timecapacity or manner, whether during the Employment Term make, express, transmit, speak, write, verbalize or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparages(or cause, criticizesfurther, ridiculesassist, solicit, encourage, support or reflects negatively on any of the Company Parties to any third party, including, but not limited to, any individuals or entities with whom the Company has or may have a business relationship; or (B) make or publish any negative public comments regarding any of the Company Parties (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or participate in any movie, book, or theatrical production, nor will Executive assist any other person or entity to do any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, the Company or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, any Company Representative or the Company’s business; provided, however, that the foregoing shall not prevent the Investor Group from privately communicating to the Company, or any directors or executive officers of the Company factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. (iib) The Company agrees that it will instruct its “executive officers” as defined under Section 16 that, until the expiration of the Exchange Act and members Standstill Period, neither it nor any of the Board not toits executive officers or directors will, at directly or indirectly, in any timecapacity or manner, whether during the Employment Term make, express, transmit, speak, write, verbalize or after the Date of Termination, whether in public or in private: (A) make or publish, or assist any other person or entity in making or publishing, any statement that otherwise communicate in any way disparages(or cause, criticizesfurther, ridiculesassist, solicit, encourage, support or reflects negatively on the Executive to any third party, including, but not limited to, any individuals or entities with whom the Executive has or may have a business relationship; or (B) make or publish any negative public comments regarding the Executive (whether or not done anonymously) to, through or on any media source or outlet, including, but not limited to any reporters, news outlets, television stations, bloggers, weblogs, websites, magazines, periodicals, journals, “apps,” or the like, or participate in any movie, book, or theatrical production, nor assist any other person or entity to do any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, any Braeside Party or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Braeside Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Braeside Party or its Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Braeside Party, any Braeside Representative or any Braeside Party’s business; provided, however, that the foregoing shall not prevent private communications to the Braeside Parties or Braeside Representatives of factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. (iiic) For avoidance of doubtNotwithstanding the foregoing, nothing in this Section 6(c6 or elsewhere in this Agreement shall prohibit any party to this Agreement from making any statement or disclosure required under the federal securities laws or other applicable laws, rules or regulations so long as such requirement is not due to a breach by any party of this Agreement; provided, that such party must, to the extent legally permissible and practicable, provide written notice to the other party at least five (5) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws, and shall reasonably consider any comments of the other party. The limitations set forth in Sections 6(a) and 5(b) shall be construed not prevent any party to this Agreement from responding to any public statement made by the other party of the nature described in a manner that would violate any lawSections 6(a) and 5(b) if such statement by the other party was made in breach of this Agreement.