Common use of Mutual Non-Disparagement Clause in Contracts

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) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, 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 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.

Mutual Non-Disparagement. (a) Each Subject to applicable law, each of FSAMthe Parties covenants and agrees that, Holdingsduring the Standstill Period or if earlier, LT and until such time as the Company (on their own behalf and on behalf other Party or any of their respective directorsits agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries and Affiliateswho no longer serves in such capacity following the execution of this Agreement), if anydirectors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), and each employees, stockholders, agents, attorneys or representatives, or any of their respective successors and assigns businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (collectivelyor former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. This Section shall not limit the “Company Parties”)) agrees that, beginning on the date ability of this Agreement and continuing until the earlier any director 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 Company to act in accordance with his 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) undermining, impugning, disparaging, injuring the reputation of her fiduciary duties or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, 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 required by, accordance with applicable law. Notwithstanding the foregoing, regulation or legal process nothing in this Section 13 shall be deemed to testify or otherwise respond to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed 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 required to appear in any Seller Party waives compliance with the terms of this Section 3.2(a)required disclosure relating thereto, such Company Party shall furnish only must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such information which it has been advised by counsel is legally required public disclosure and will exercise reasonable efforts to obtain reliable assurance that reasonably consider any comments of such information will be accorded confidential treatmentother Party.

Mutual Non-Disparagement. Prior to the Termination Date, each party shall not, and shall not permit any of its Representatives, to make any public statement that undermines, disparages or otherwise reflects detrimentally on the other party, the other party’s current or former directors in their capacity as such, officers or employees (including with respect to such persons’ service at the other party), the other party’s subsidiaries, or the business of the other party’s subsidiaries or any of its or its subsidiaries’ current directors, officers or employees, including the business and current or former directors, officers and employees of the other party’s controlled Affiliates, as applicable. The restrictions in this Section 4 shall not: (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 apply (i) underminingto any statements about X. Xxxxxx Plants, impugningXxxxx X. Xxxxx and/or Voce Capital Management LLC (together with their Affiliates and Associates, disparaging“Voce”), injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, successors or assigns (collectively, the “Seller Parties”) or (ii) accusing or implying that any Seller Party engaged in any wrongfulcompelled testimony or production of information, unlawful or improper conduct. The foregoing shall not apply to any compelled testimony, either whether by legal process, subpoena or otherwise or to any as part of a 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 required by, applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authorityauthority with jurisdiction over the party from whom information is sought, in each case, to the Company extent required, or (iii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. For purposes of clarification, this Section 4 shall notify RiverNorth Capital promptly so that the Seller Parties may (at their own expense) seek a protective order not prohibit Investor from communicating with its attorneys, accountants, financial or other appropriate remedy. In advisors and Investor’s investors in a manner that (I) is not intended to result in a public dissemination, (II) does not otherwise violate any applicable laws, and (III) is not intended to circumvent the event that no such protective order or other remedy is timely obtained, or any Seller Party waives compliance with the terms of this restrictions in 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 treatment3.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the period commencing on the date hereof and ending on the termination of this Agreement, neither such Party nor any of such Party’s Representatives shall make or issue any public statement or statement that would reasonably be expected to become public (including the filing of any document or report or the making of any other disclosure with the SEC or any other governmental authority or any disclosure to any journalist, member of the media or securities analyst) that disparages or criticizes, or could reasonably be expected to disparage or criticize or otherwise be reasonably construed to be derogatory, critical of, negative toward, or detrimental to the other Party or the other Party’s Representatives or the former directors or officers of the other Party in their capacity as such. Notwithstanding the foregoing, the foregoing restrictions in this Section 6 shall not (a) Each of FSAMapply with respect to (i) any response to oral questions, Holdingsinterrogatories, LT and the Company requests for information or documents, subpoenas, civil investigative demands or similar processes (on their own behalf and each, a “Legal Requirement”) in connection with any lawsuit, claim, investigation or proceeding before any court, regulatory or arbitral body (each, a “Legal Proceeding”) if such Legal Proceeding (A) has not been initiated by, on behalf of their respective directors, officers, subsidiaries and Affiliates, if any, and each or at the direct or indirect suggestion 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) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers such Party’s Representatives, in each case, to the extent required or their respective partners(B) is a Derivative Action, members, Affiliates, successors or assigns (collectively, the “Seller Parties”) or (ii) accusing to any disclosure required by applicable law, rules or implying that regulations, to the extent required; or (b) prohibit (i) any Seller Person from reporting what such Person reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder, (ii) any Person from reporting what such Person reasonably believes, after consultation with outside counsel, to be violations of criminal law to any applicable governmental authority or (iii) any Party engaged from responding to any public statement made by the other Party of the nature described in this Section 6 if such statement by the other Party was made in breach of this Agreement. Any disclosure by a Party in compliance with the preceding sentence shall not in any wrongful, unlawful way permit such Party to disclose such information to any other Person. Nothing herein shall be construed so as to prevent or improper conductotherwise interfere with a Party’s prosecution or defense of any litigation. The foregoing provisions contained in this Section 6 shall not apply to terminate and no longer have any compelled testimony, either by legal process, subpoena force 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 effect in the event that any Company Party is requested pursuant tothe Independent Director has not been appointed as sole Chair of the Board on or prior to December 31, or 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 treatment2018.

Mutual Non-Disparagement. (a) Each of FSAMDuring the Standstill Period, Holdings, LT and neither the Company (on their own behalf and on behalf nor any of their respective directorsits Affiliates or Associates shall in any manner, 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 in any capacity or manner, make or cause to be made, or in concert with others, publicly or privately, orally or in writing) engage in any conduct or make, way encourage any other person to make or cause to be made, any statementpublic statement or public announcement, observation including in any document or opinionreport filed with or furnished to the SEC or through the press, media, analysts or communicate any information other persons, that is calculated to or is reasonably likely to have the effect of (i) undermining, impugning, disparaging, injuring the reputation of constitutes an ad hominem attack on or otherwise in disparages, defames or slanders the AB Value Directors, AB Value or any way reflecting adversely AB Value Affiliate or detrimentally upon Associate or any of Sellers or their respective successors or current or former members, partners, membersofficers, Affiliates, successors directors or assigns employees (collectively, it being understood and agreed that the “Seller Parties”restrictions in this Section 5(a) 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 member of the Board based upon discussions solely among other members of the Board and/or management of the Company); provided, however, that the limitations set forth in the event that any Company Party is requested pursuant to, or required by, applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authority, this Section 5(a) shall not prevent 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 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, 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 AB Value Affiliate or Associate (or their respective current or former Representatives) occurring after the terms Effective Date. For the avoidance of this Section 3.2(a)doubt, a public statement or 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 Party shall furnish only authorized to make 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 treatmentstatement or announcement on behalf of the Company.

Mutual Non-Disparagement. (a) Each Subject to applicable law, each Party covenants and agrees that, during the Standstill Period, neither it nor any of FSAMits respective agents, Holdingssubsidiaries, LT and the Company (on their own behalf and on behalf of their respective directorsAffiliates, successors, assigns, officers, subsidiaries and Affiliatesemployees, if anymanagers or directors, 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) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely publicly criticize, disparage, call into disrepute, or detrimentally upon any of Sellers otherwise defame or their respective partnersslander, membersthe other Parties or the Parties’ subsidiaries, Affiliates, successors successors, assigns, officers, directors, managers, employees, stockholders, agents, attorneys or assigns (collectivelyrepresentatives, the “Seller Parties”) or (ii) accusing any of their businesses, products or implying that any Seller Party engaged services, in any wrongfulmanner that would reasonably be expected to damage the business or reputation of such other Parties, unlawful their businesses, products or improper conduct. The foregoing shall not apply to any compelled testimonyservices or their subsidiaries, either by legal processAffiliates, subpoena successors, assigns, officers, directors, managers, employees, stockholders, agents, attorneys or otherwise or to any response to any request for information from any governmental or regulatory authority having jurisdiction over the Companyrepresentatives; provided, however, that in the event forgoing restriction shall not apply to any litigation relating to this Agreement or to the extent that any Company a Party is requested pursuant to, or required by, applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authority, or to make any disclosure; provided, further, that in connection with a disclosure contemplated by this Section 8, such Party, promptly upon learning of such required disclosure, gives prior written notice to the Company shall notify RiverNorth Capital promptly so that the Seller other Parties may (at their own expense) seek of such required disclosure and utilizes its reasonable best efforts to obtain a protective order preventing or other appropriate remedylimiting the disclosure and ensures that the information so disclosed be used only for the specific purposes for which the disclosure is required. 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)8, such Company disclosing 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.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Agreement not cured on reasonable written notice or which, if cured, recurs, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall (a) Each of FSAMin any way publicly criticize, Holdingsdisparage, LT and the Company (call into disrepute, comment negatively on their own behalf and on behalf or otherwise defame or slander any other Party or any such other Party’s subsidiaries, affiliates, successors, assigns, current or former officers, current or former directors or employees, or any of their respective directorsbusinesses, officersproducts or services, subsidiaries and Affiliatesor (b) authorize, if anysolicit, and each of their respective successors and assigns (collectivelypay or subsidize any third party to perform, 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 act in concert with othersanother person to, 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) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, 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 commit to, or required by, applicable law, regulation or legal process to testify agree in writing or otherwise respond to do, advise, assist or encourage any person in connection with, or enter into any discussions, negotiations, arrangements or understandings with any person with respect to, any act prohibited by this Section. Notwithstanding the foregoing, nothing in this Section shall be deemed to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed 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 required to appear in any Seller Party waives compliance with the terms of this Section 3.2(a)required disclosure relating thereto, such Company Party shall furnish only must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such information which it has been advised by counsel is legally required public disclosure and will exercise reasonable efforts to obtain reliable assurance that reasonably consider any comments of such information will be accorded confidential treatmentother Party.

Mutual Non-Disparagement. (a) Each Executive agrees that Executive will not make statements or representations to any person, entity or firm which could reasonably be expected to cast the Company, KalVista or any entity or employee affiliated with the Company or KalVista in an unfavorable light or which could reasonably be anticipated to adversely affect the name or reputation of FSAMthe Company, HoldingsKalVista or any entity affiliated with the Company or KalVista, LT or the name or reputation of any officer, agent or employee of the Company, KalVista or of any entity affiliated with the Company or KalVista; provided that Executive will respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company and Kalvista agree to, and the Company (on agree to use their own behalf and on behalf of their respective best efforts to cause the officers, directors, and managing agents of the Company and KalVista to, refrain from discussing or making any derogatory or disparaging remarks or statements, oral or written, to any third parties concerning Executive in any manner which could reasonably be expected to be harmful to Executive’s business reputation or personal reputation; provided that the Company and KalVista officers, subsidiaries and Affiliates, if anydirectors, and each of their respective successors managing agents will respond accurately and assigns (collectivelyfully to any question, inquiry or request for information when required by legal process. Notwithstanding the foregoing, nothing in this Section 6(a) shall prevent Executive, the “Company Parties”)or KalVista from making any truthful statement to the extent (i) agrees thatnecessary to rebut any untrue public statements made about him, beginning on the date of her or it; (ii) necessary with respect to any litigation, arbitration or mediation involving this Agreement and continuing until the earlier enforcement thereof; or (iii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such person. In addition, nothing in this Agreement shall be construed to prohibit Executive, the Company or KalVista from engaging in any lawfully protected activity or conduct, including reporting possible violations of law or regulation to any governmental agency or regulatory body (including but not limited to the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation), filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body, or making other disclosures that are protected under any law or regulation. Executive, the Company nor KalVista need the prior authorization 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) Company to engage in any conduct or makesuch lawfully protected activity, or cause to be made, any statement, observation or opinion, or communicate any information that nor 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 of Sellers or their respective partners, members, Affiliates, 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 required by, applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authorityExecutive, the Company shall or Kalvista required to notify RiverNorth Capital promptly so the other that the Seller Parties may (at their own expense) seek a protective order he, she 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 treatmentdone so.

Mutual Non-Disparagement. The EXECUTIVE agrees not to make any disparaging statements, comments, or remarks, whether written or oral Disparaging Statements , to employees or affiliates of the COMPANY Entities, or to any third party, regarding the COMPANY or any other COMPANY Entities or any of their respective officers, directors or Mithaq or, in their capacity as such, their employees, agents, representatives, administrators, attorneys, advisors, except (a) Each of FSAMon a confidential basis to her attorneys, Holdingsadvisors, LT or immediate family, provided that the EXECUTIVE does not direct, encourage, or request that these individuals violate her obligations under this Paragraph 11, and the Company EXECUTIVE will instruct those individuals not to make any Disparaging Statements, (on their own behalf and on behalf b) as required by applicable law, regulation, statute, or fiduciary obligation, (c) as necessary to enforce rights under this Agreement, (d) to respond publicly to a Disparaging Statement made publicly in breach of their respective directorsthis Paragraph 11 to the extent reasonably necessary to correct or refute such Disparaging Statement, officersor (e) pursuant to the exercise of the Indemnification Rights or the Executive Protections Disparaging comments, subsidiaries and Affiliatessuggestions, if any, and each of their respective successors and assigns (collectively, the “Company Parties”)) agrees or remarks are those that are defamatory or 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 impugn in any conduct or makemanner the character, honesty, integrity, morality, ethics, or cause to be madebusiness acumen or abilities of the individual or entity at issue, including, without limitation, in any press release, official statement, observation or opinionfiling. The COMPANY, on behalf of itself and the COMPANY Entities, agrees that its current directors and, during the period of their service with the COMPANY or communicate any information that is calculated the applicable COMPANY Entity, its current officers (within the meaning of Rule 16a-1(f) under the Exchange Act shall not, and the COMPANY agrees to or is reasonably likely to have the effect of instruct its Senior Leadership (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, successors or assigns (collectivelyi.e., the “Seller Parties”individuals identified as Senior Leadership on the COM public website as of May 17, 2024) not to, make any Disparaging Statements to employees or (ii) accusing or implying that any Seller Party engaged in any wrongfulaffiliates of the COMPANY Entities, 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 third party, regarding the Company; provided, however, that in the event that any Company Party is requested pursuant toEXECUTIVE, or required byher advisors or attorneys, applicable law, regulation or legal process except (a) on a confidential basis 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.attorneys

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 Beginning on the date of this Agreement hereof and continuing until the earlier of the expiration of the Standstill Period ending on December 31, 2012, you will not, and such time as any Seller Party (as defined below) breaches its obligations under Section 3.2(b)will cause your representatives acting on your behalf not to, 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 solicit, make, or cause to be made, any statement, observation statement or opinion, opinion or communicate any information (whether oral or written) (collectively, “Conduct”) that is calculated to or is reasonably likely could be expected to have the effect of (i1) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon GET, or any of Sellers or their respective partnersGET’s representatives acting on its behalf, members, Affiliates, successors or assigns (collectively, the “Seller Parties”) or (ii2) accusing or implying that GET, or any Seller Party of GET’s representatives acting on its behalf, engaged in any wrongful, unlawful unlawful, or improper conduct; except, in each case, with respect to any TRT Excluded Claim (as defined below). The foregoing shall will not apply to (w) any good faith Conduct by you or any of your representatives acting on your behalf in connection with and reasonably related to any proposal, event, circumstance, or transaction with respect to a “Qualified Offer” (as such term is defined in the Rights Plan) or an Extraordinary Transaction (as defined below), (x) non–public oral statements made by you or your representatives acting on your behalf directly to GET or its representatives, (y) any compelled testimonytestimony or production, either by legal process, subpoena or otherwise or to and (z) any response to any request for information from any governmental or regulatory authority having jurisdiction over the Companyyou, or any of your representatives acting on your behalf, so long as no action of you, or any representative acting on your behalf, invited or suggested such request; provided, however, that in the event that you, or any Company Party is of your representatives acting on your behalf, are requested pursuant to, or required by, applicable law, regulation regulation, or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authority, you agree to (i) promptly notify Xxxxxxx of the Company shall notify RiverNorth Capital promptly existence, terms and circumstances surrounding such a request or requirement (to the extent allowed by any such law, regulation or legal process), so that the Seller Parties it may (at their own expense) seek a an appropriate protective order or other appropriate remedy. In remedy (at Gaylord’s sole expense) and/or waive your compliance with the provisions of this paragraph and (ii) in the event that no such protective order or other remedy is timely obtained, or any Seller Party Xxxxxxx waives compliance with the terms of this Section 3.2(a)paragraph, such Company Party shall furnish disclose only that portion of such information which it has that you have been advised by legal counsel is legally required to be disclosed and will exercise your reasonable efforts efforts, at Gaylord’s sole expense, to obtain an order or other reliable assurance that such information confidential treatment will be accorded confidential treatment.to such of the disclosed information that Xxxxxxx so designates. “Extraordinary Transaction” means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of assets other than in the ordinary course of business, sale or purchase of securities, dissolution, liquidation, restructuring, recapitalization, or similar transaction with or involving Xxxxxxx or any of its affiliates. A “

Mutual Non-Disparagement. (a) Each of FSAMDuring the Standstill Period, Holdings, LT and neither the Company (on their own behalf and on behalf nor any of their respective directorsits Affiliates or Associates shall in any manner, 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 in any capacity or manner, make or cause to be made, or in concert with others, publicly or privately, orally or in writing) engage in any conduct or make, way encourage any other person to make or cause to be made, any statementpublic statement or public announcement, observation including in any document or opinionreport filed with or furnished to the SEC or through the press, media, analysts or communicate any information other persons, that is calculated to or is reasonably likely to have the effect of (i) undermining, impugning, disparaging, injuring the reputation of constitutes an ad hominem attack on or otherwise in disparages, defames or slanders the New Independent Directors, Capital Returns Management or any way reflecting adversely Capital Returns Management Associate or detrimentally upon any of Sellers or their respective successors or current or former members, partners, membersofficers, Affiliates, successors directors or assigns employees (collectively, it being understood and agreed that the “Seller Parties”restrictions in this Section 4(a) 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 testimonymember of the Board’s discussions solely among other members of the Board and/or management of the Company); provided that the limitations set forth in this Section 4(a) shall not prevent the Company or any of its Affiliates or Associates from (i) responding to any public statement or announcement made by Capital Returns Management or any Capital Returns Management Associate that was made in breach of Section 4(b) below or (ii) making objective statements that reflect the Company’s view with respect to factual matters concerning specific acts or determinations of Capital Returns Management and/or any Capital Returns Management Associates (or their respective current or former Representatives) occurring after the date of this Agreement. For the avoidance of doubt, either a public statement or announcement shall only be deemed to be made by legal processthe Company if such public statement or announcement is made by (A) an executive officer or a member of the Board (other than the 2019 Candidate or his Replacement Director) or (B) an employee or Representative of the Company authorized to make such statement or announcement on behalf of the Company. (b) During the Standstill Period, subpoena neither Capital Returns Management nor any of its Associates shall in any manner, directly or indirectly, in any capacity or manner, make or cause to be made, or in any way encourage any other person to make or cause to 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 (i) the limitations set forth in this Section 4(b) shall not prevent Capital Returns Management or any Capital Returns Management Associates from responding to any response statement made by the Company or any of its Affiliates, Associates or Representatives that was made in breach of Section 4(a) above and (ii) Capital Returns Management will be permitted to any request for information from any governmental make objective statements that reflect Capital Returns Management’s view with respect to factual matters concerning specific acts or regulatory authority having jurisdiction over determinations of the Company; provided, however, that in the event that any Company Party is requested pursuant to, of its Affiliates or required by, applicable law, regulation Associates or legal process to testify any current or otherwise respond to a request for information from any governmental or regulatory authority, former Representative of 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 of its Affiliates or Associates occurring after the terms date of this Section 3.2(a)Agreement. For the avoidance of doubt, a public statement or announcement shall only be deemed to be made by Capital Returns Management or an Associate thereof if such Company Party shall furnish only public statement or announcement is made by (x) a Capital Returns Management partner or executive officer or (y) an employee or Representative of Capital Returns Management authorized to make 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.statement or announcement on behalf of Capital Returns Management. 13

Mutual Non-Disparagement. (a) Each Except as provided for in and subject to Section 7 of FSAMthis Agreement, Holdingsyou agree that you will not, LT make any false, negative, defamatory, slanderous, libelous, or disparaging comments about, and will refrain from directly or indirectly making any comments or engaging in publicity or any other action or activity which reflects adversely upon, 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 or any of the expiration COMPASS Releasees, including but not necessarily limited to comments or other acts of disloyalty or public criticism regarding your employment with 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 Company that are maliciously motivated 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 maliciously untrue. This Non-Disparagement provision (i) underminingapplies to comments made verbally, impugningin writing, disparagingelectronically, injuring the reputation or by any other means, including but not limited to blogs, postings, message boards, texts, video, or audio files, and all other forms of or otherwise in any way reflecting adversely or detrimentally upon any of Sellers or their respective partners, members, Affiliates, successors or assigns (collectively, the “Seller Parties”) or communication; but (ii) accusing or implying that any Seller Party engaged in any wrongful, unlawful or improper conduct. The foregoing shall does not apply to any compelled testimony, either by legal process, subpoena or otherwise or information that you are legally entitled 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 required by, disclose under applicable law, regulation or legal process to testify or otherwise respond to a request for information from any governmental or regulatory authority. Likewise, the Company shall notify RiverNorth Capital promptly so agrees that neither it nor any member of its Board or Executive Team will make any false, negative, defamatory, slanderous, libelous, or disparaging comments about, and will refrain from directly or indirectly making any comments or engaging in publicity or any other action or activity which reflects adversely upon, you or your contributions to the Seller Parties may (at their own expense) seek a protective order Company, including but not necessarily limited to comments or other appropriate remedyacts of disloyalty or public criticism regarding your employment with the Company that are maliciously motivated or maliciously untrue. In the event that no such protective order or other remedy is timely obtainedThis Non-Disparagement provision (i) applies to comments made verbally, in writing, electronically, or by any Seller Party waives compliance with the terms other means, including but not limited to blogs, postings, message boards, texts, video, or audio files, and all other forms of communication; but (ii) does not apply to information that you are legally entitled to disclose under applicable law. The parties acknowledge and agree that this Section 3.2(a)12 of the Agreement shall be in addition to, such Company Party and shall furnish only such information which it has been advised by counsel is legally required and will exercise reasonable efforts not be considered or construed as superseding or in conflict with, any other obligation, whether contractual or otherwise, that you owe or may owe to obtain reliable assurance that such information will be accorded confidential treatmentthe Company.

Mutual Non-Disparagement. (a) Each Subject to applicable law and Section 3 hereof, during the Standstill Period, and subject to any material breach of FSAMthis Agreement by any of the Parties (provided that such Party shall have ten (10) business days following written notice from such other Party of material breach to remedy such material breach if capable of being cured), Holdingsthe Parties shall each refrain from making, LT and the Company (on their own behalf and on behalf of shall cause their respective directorsAffiliates and Associates and its and their respective agents, subsidiaries, affiliates, successors, assigns, officers, subsidiaries and Affiliateskey employees or directors not to, 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 capacity or manner, make, or cause to be madeexpress, any statementtransmit, observation or opinionspeak, or communicate any information that is calculated to or is reasonably likely to have the effect of (i) underminingwrite, impugning, disparaging, injuring the reputation of verbalize or otherwise communicate in any way reflecting adversely (or detrimentally upon cause, further, assist, solicit, encourage, support or participate in any of Sellers 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 of (a) in the case of statements or announcements by the Ides Investors or the Legion Investors, the Company or any of its Affiliates or subsidiaries or any of its or their respective partnersofficers or directors or any person who has served as an officer or director of the Company or any of its Affiliates or subsidiaries, or (b) in the case of communications by the Company, the Ides Investors, the Legion Investors or any of their Affiliates or any of their and their respective principals, directors, members, Affiliatesgeneral partners, successors or assigns (collectively, the “Seller Parties”) or (ii) accusing or implying that any Seller Party engaged in any wrongful, unlawful or improper conductofficers and employees. The foregoing shall not apply restrict the ability of any person to (ii) comply with 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 required by, applicable law, regulation or other legal process to testify or otherwise respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought, (ii) to comply with the laws, rules and regulations of the SEC or regulatory authorityany applicable state securities commission or (iii) in the case of the Ides Investors and the Legion Investors, make any statements regarding the Company in accordance with Section 3 (“Opposition Statements”), provided, however, that if any Opposition Statement is publicly made by either of the Ides Investors or the Legion Investors, the Company shall notify RiverNorth Capital promptly so that the Seller Parties may (at their own expense) seek be permitted to publicly respond with a protective order or other appropriate remedy. In the event that no statement similar in scope to any 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 treatmentOpposition Statement.